Purple Flowers and Last Goodbyes
by porcelainarmy
Summary: The first days of the Doctor's new companion, Macy (OC), and the last days of River Song. Things get a bit messy when a sort of timey-wimey deceptive love triangle comes to light during an altercation with some Cybermen.
1. The Runaway

**_Purple Flowers and Last Goodbyes_**

**Characters****:** 11th Doctor

Macy (Original Character)

River Song

**Description****:** The first days of the Doctor's new companion, Macy, and the last days of River Song. Things get a bit messy when a sort of timey-wimey deceptive love triangle comes to light during an altercation with some Cybermen.

**Note****:** I'm rather proud of this one and I hope you all enjoy it! Co-written with one of my good tumblr friends! I don't own any of the characters in _Doctor Who_ (unfortunately!)

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**Chapter 1: The Runaway**

Macy sat crying, huddled on a bus stop bench. Her long black hair tangled, her clothes dirty. She had been gone three weeks and her parents hadn't put out a call to the police yet. She doubted they would even notice she was gone. She tried to think of sleep, but it never came. She sat up, having heard a strange whirring noise. On the opposite corner of the deserted street sat a police box that hadn't been there a moment ago.

The Doctor opened the door of the TARDIS, popped his head out, and took a look around. Reasoning that it was alright, he stepped out, closed the door, and locked it. He sniffed the air and stuck out his tongue before smacking it inside his mouth a few times.

Macy thought this behavior strange, but didn't put much thought into it. 'You're losing it..,.' she thought to herself, 'Police boxes can't just show up out of nowhere.' She continued watching the odd man though, feeling a bit wary of him.

The Doctor put his hands on his hips and looked up and down the street. He spotted a girl sitting at a bus stop across the way. 'Odd time of day for someone so young to be sitting by herself at a bus stop,' he thought to himself, 'Maybe I ought to go have a chat...' He bounced slightly on his toes before casually clearing the distance between them.

"H-hello," Macy said as he walked up. She decided he didn't look too horribly dangerous, but she watched him carefully as she wrapped her thin jacket tighter around herself, trying to block out some of the cold.

"Hello there! I'm the Doctor! Might I ask you a question?" He clapped his hands together.

"Sure," she replied shyly, scooting over so he could sit next to her if he wanted to.

"Ah thank you!" He sat down on the bench. "What's a girl your age, you can't be more than 15 or 16, doing out here at this time of day, looking like you do?" He gestured towards her clothing and hair.

She blushed a bit, "Well, I ran away... and I don't ever plan on going back, and sleeping on a bench is better than sleeping on the ground," she replied as she looked down at her dirty, shaking hands.

He frowned. "What'd ya run away for...? I'm sorry what was your name?"

"I'm Macy," she replied smiling slightly at him. "I ran away because my parents would rather party and get high, then stumble home and pass out every night than to actually take responsibility for their lives and their child..." she replied, more tears flooding her eyes..."And I really didn't want to tell you all of that."

The Doctor fidgeted in his seat. "Oh, don't cry...please don't cry." He fished around in his larger on the inside pockets until he pulled out a tissue, offering it to her. "That's...that's terrible. I'm sorry to hear that. They must be awfully worried though Macy."

"But they aren't!" she exclaimed, "They haven't even put out an alert to the police and I've been gone for three weeks! I could be dead for all they know!"

"Hmmmm...that's extremely, very not good." He looked at the girl again. "What were you planning to do?"

"I'm really not sure," she replied, "So far I have been walking all day, every day, then at night I find a bench and sleep. I guess I'll keep doing that until I find somewhere that I fit in. I know I'm at least two regions from home by now." She smiled then looked down at her sore feet that were cut and bleeding.

He followed her gaze and frowned yet again. "Mind if I take a look? I am a doctor after all."

"Ummm... sure" she replied blushing as she turned to face him and put her feet on the bench in front of her. She liked this man, he seemed very kind.

He reached into his jacket pocket and pulled out his sonic screwdriver. He changed the setting and was about to wave it around her feet, but he stopped and said, "This won't hurt a bit." He gave her a reassuring smile and then waved the screwdriver around her feet. In a matter of moments the cuts, blisters, and bruises had vanished altogether. "There! All better!" he patted her lightly on the foot.

Macy looked down in amazement; she thought maybe she was going mad after all! "How did you do that?" she asked as she touched her foot.

"Nanogenes in the sonic!" he said rather matter of fact as he shook the screwdriver.

Macy didn't understand but she just smiled, happy her feet weren't hurting anymore. "I don't mean to keep you out in the cold too if you have somewhere to be sir," she said as she tugged her jacket even tighter around her. "Unless you live under the open sky too, it can get lonely, so I thank you for your company." She smiled widely at him.

He smiled brightly at her. "I've got nowhere to be. Just traveling about. I'm enjoying the company as well, thank you." He looked at her, slightly concerned. "You know Macy, you're far too young to be out here on your own...especially in this weather."

"I don't have anywhere else to go," she replied shrugging, "And I would rather face the cold, than parents that don't care whether I'm alive or dead." She knew if he looked into her eyes he would find a story much deeper than what she was telling; what she told him only scratched the surface of the horrors she had lived through at such a young age.

"Well, my dear, I'm not going to leave you out here in the cold all by yourself." He stood up and faced her. "I could take you somewhere if you like?"

A knot rose in her throat and she wondered if his kindness was all a ploy, but what the hell? She had nothing else to lose. "Alright," she replied standing, "Where to?"

He smiled at her. "Right this way!" He gestured across the street and then walked over to the police box, hoping she would follow him

She looked at him warily for a moment. "You think we should call the police?" She asked confused.

"What?" He asked with a confused look. He looked back at the TARDIS. "Oh right, 'Police Box', never mind that." He unlocked the door and walked inside, leaving the door ajar for Macy to follow.

She took a deep breath and decided to take a chance and follow him inside. Her eyes grew wide as she looked around. "Oh my God!," she breathed, "This is certainly not a police box..." She looked at the Doctor in wonder.

The Doctor was by the console looking at a screen. He spun on his heels when he heard her voice. "No it most certainly is not! Hello Macy and welcome to the TARDIS! That's Time In Relative Dimension In Space." He straightened his bow tie as he watched her face; this was always his favorite part.

"This is amazing!" She replied in delight. "What does it do? Where are we going?" Her mind was racing with questions. "This is a lot to take in."

He clapped his hands together and walked toward her. "Anywhere you like in space or time!" He grinned slightly, "As you've probably guessed, I'm not exactly from around here..."

A small nervous laugh escaped her lips, "Anywhere in time and space," she mumbled to herself. She looked down at her dirt covered skin and blushed. "Maybe a shower to begin with," she mumbled as she thought about how ragged she must look. She felt like a ghost of the beautiful girl she once was.

"Right, good call. Washroom is down the corridor, make three lefts, then a right, two more rights, up a flight of stairs- you know...maybe I ought to just take you there. Don't want you getting lost and me not being able to find you for two days!" he laughed to himself.

She would have laughed too, if she didn't think he was being completely serious. She followed him to the washroom, thankful to be feeling warm again, but a bit sad that she would have to put on the same dirty clothes she was wearing.

When they got to the washroom, he opened the door and led her inside. "Right so basic controls and such for the temperature, pressure, scents, soaps, etc. Sure you won't have any trouble with that." He walked over to a screen on the wall. "Oh and I'm assuming you'll want to change so this screen is synced with the wardrobe. Just input what you'd like, make the selection, and the TARDIS will have it sent directly here! She's real good about that." He patted the wall affectionately.

"Wow," she whispered. "Thank you Doctor; for all of this." She didn't know how to show him all the gratitude she felt. Once he walked out she got out of her dirty rags and took a long, hot shower. Once she was done she picked an outfit and changed. Once she had finished everything, and brushed out her long black mane, she bounded down stairs back to the control room. Her emerald green eyes were bright, and ten times more alive than when she entered the TARDIS. She actually felt human again. "Hello Doctor," She said as she reached to control room.

He had been messing with some controls when she'd entered. "Hello! Feeling better?" He turned around to face her. "Blimey..." he blinked at her.

"What?" She asked, stopping in her tracks wondering what was wrong.

"Nothing, just I never realized how green your eyes were earlier! Bit hard to tell through all that dirt and such.

She blushed, "Yes, well I _do_ feel much better, thank you." She rocked on her toes a bit. "So where are we going? I really don't know where to tell you since I'm new to this whole, time and space travel situation. Somewhere pretty though." She couldn't help but notice how handsome the Doctor was as she watched him work.

"Oh you're quite welcome! Couldn't just leave you out there. Besides, I like having someone to travel with!" He leaned against the console and crossed his arms. "Well, while you were cleaning up, I sent us adrift. Go take a look." He nodded toward the doors. "Thought this might be a good introduction."

Macy took a deep breath and opened the door, not at all prepared for what was on the other side. Her eyes went wide and her breath caught in her throat. They were orbiting high above earth looking down on it, and all of its constellations. "Oh my...," she whispered, "Doctor, this is magnificent..." She wanted to look back at him, but she couldn't take her eyes off of it. This had to be a dream.

He walked over to her and sat down, dangling his legs out the door. "Had a feeling you'd like it. It's beautiful isn't it? And just think...this is just one tiny spec of the universe. There's so much you don't even know Macy!"

She smiled as she sat beside him. "Well hopefully, in time, you will be able to show me, because I have a feeling it isn't something that can just be told." She looked at the Doctor, even though she had just met this man, she felt she had known him all her life.

He looked at her and grinned. "That mean you're coming along then?" His eyes gleamed hopefully. He'd been terribly lonely since Amy and Rory had gone, and River was coming around less and less.

"How could I say no to all this?" she asked as she looked at him. "I could never go back and see life as I did before and carry on aimlessly."

"Good...I was hoping that was going to be your answer." he nudged her slightly. "So I should go over the basics then I suppose."

"That may be a good idea," She replied smiling.

"Alright, so where to begin? Let's see...Already told you that this is the TARDIS, it's bigger on the inside by the way...hmmmmm already told you I'm the Doctor...Well I suppose I should tell you that I'm a Time Lord from the planet Gallifrey in the Katerborous constellation. Oh, and I'm around 1200 years old, give or take a few years." He smiled at her and rocked slightly from side to side

She looked at him, shocked for a moment. "Well Doctor, I'm going to be perfectly honest when I say you look very good for your age." She giggled for a moment and smiled at him.

He nudged her in the arm and laughed. "Well thank you Macy for the ego boost! Superior Time Lord genetics slow the appearance of aging, not to mention there's the whole regeneration bit," he said rather casually as if his companion knew exactly what he was talking about.

She raised her eyebrow as he spoke, but didn't ask questions. She figured she would learn with time. Once again probably one of those things that had to be seen rather than told. They got up and Macy closed the door of the TARDIS. "So how about showing me where you're from, or any other various number of things I would love to see?" Her green eyes sparkled with curiosity and wonder.

The Doctor walked slowly over to the console. He hid a rather grim expression from Macy. "Oh...you don't wanna go to Gallifrey...it's uh...a bit stuffy and such..." He trailed off hoping she would forget the idea; he feared however that she wasn't going to give it up so easily.

"Oh I'm sure it's wonderful," she argued, "After all, you grew up there, and you are simply magnificent!" She smiled widely at him with eyes full of admiration for this man that had, without a doubt, saved her life.

"Well it is wonderful. The sky's a bright orange, with a citadel enclosed in a mighty glass dome, shining under the twin suns. Beyond that the mountains go on forever, slopes of deep red grass, capped with snow. It's beautiful." He trailed off staring into space as he remembered his home planet. He shook the memories from his head, "But we can't go there." He flipped a few switches on the console.

"Why not?" She pouted as she walked up to the console. If she had known the emotions this was stirring inside of him, she never would have asked, but she just wanted to know him better, to understand him.

He took a deep breath before he explained. "Cause it's time-locked. You see, there was a war between my people and our most hated enemy the Daleks- creatures so devoid of emotion that there mission in life is to destroy all things that differ from them. In order to protect the rest of the universe, the war was sealed off; nothing gets in and nothing gets out." He cleared his throat. "I'm the last one, the last Time Lord. I stole a TARDIS and ran away- been running ever since actually- from the ghosts of my past. I-I-I'm the one who sealed the war Macy..."

She was silent for a moment as she let his words sink in. "You... saved the rest of the universe. You cared enough about all the innocent beings that would be collateral damage, that you cut yourself off from all you have ever known..." She looked at him, sorrow filling her eyes. "I'm sorry Doctor, I shouldn't have pushed the issue." She looked down at her hands.

"Hey, it's alright." He walked over and grabbed her hands. "I may have spared the rest of the universe, but the Time Lords...my friends...my family...their gone forever, basically dead. I was the collateral damage in all of it." He'd given this speech so many times that one would expect the pain to be gone, but it still stung like a fresh wound and numbed his entire being. He carried the weight of millions of souls on his back.

Macy looked at him and saw the pain in his eyes, she decided that from that moment on she would never bring up Gallifrey. She hated seeing this kind man hurt so badly. "Well at least we have one thing in common Doctor," she said with a hollow smile, "We both know what it is to run away and never look back."

The Doctor half smiled at this lovely girl that he'd stumbled upon. "Oh, it's what I do best. So...any questions before we move on?" He was thankful to change the subject a bit.

Of course she had questions... more than she could ever ask. But she decided to just wait and see. "Nope, I think I'm good." She smiled, leaning against the console. Her eyes were growing heavy, but her excitement was overwhelming.

He smiled at her and cocked his head to the side, staring at her. "You're tired aren't you? Course you're tired it's what- oh around 1 A.M. relatively speaking your time?" He looked at the gold watch on the back of his wrist.

"Don't worry about it Doctor," she replied trying to perk up some. "I can sleep later, this is all so wonderful." She smiled widely; trying to convince him she wasn't nearly was tried as she felt. She didn't want to miss anything.

He lightly gripped her shoulders and began to guide her out of the room. "No, you're going to go sleep. You're no use to me if you're exhausted. Don't worry, we'll just drift in the vortex til you come round."

She smiled coyly. "Fine, as long as you don't mind. You really have been so kind Doctor. Thank you for everything."

"Course I don't mind." He smiled behind her. "And you're very welcome Macy. Now, time for the human to go sleep!" He gently pushed her to one of the corridors, completely forgetting she had no idea how to get anywhere in the vast inner maze of the TARDIS.

She turned and looked at him confused, "umm Doctor? Which one is mine?" She asked as she turned back and looked at the vast expanse of rooms.

"Oh right! Sorry! I seem to keep assuming you know you're way about already!" He skipped over to her and began leading her down one of the hallways. After a few turns, he stopped in front of a door and opened it. "Hope you like it. Had the TARDIS put it together when you were cleaning up on the off chance you'd be staying a while." He gave her a smile.

"Had the TARDIS put it together?" She asked, blinking hard. She was so tired her brain was getting fuzzy. "Like it could tell what I liked?"

He leaned against the door frame, arms crossed, and rolled his eyes. "Course she can. She's brilliant!" He nodded her inside. "Go on."

She looked around in wonder at the room that was full of her favorite colors, rich, deep purples and warm gold's. "Thank you Doctor," she said as he nodded and closed the door. She changed into some nightclothes that were laying on the bed, and for the first time in weeks laid her head on a soft pillow, and drifted off to a deep, restful sleep as she dreamed about the handsome Doctor.

The Doctor smiled and walked back to the console room. "I like her too," he said to the TARDIS as he set her to drift about the time vortex. Now he had to kill time until Macy awoke from a well-deserved, and what he assumed would be a rather long, sleep. He recalibrated the engines and cleaned the air ducts. When his work was done he went to the library and read four books. Being bored of that, he reorganized the wardrobe, tinkered with a few things he'd picked up at his previous location, and then took a tea and jammie dodger break. "Guess I'll go to bed now..." The Doctor walked to his room, changed, and climbed into bed. "Night dear," he said as he turned out the light.


	2. Apple Grass

**Chapter 2: Apple Grass**

Macy awoke the next morning unsure of where she was for a moment. She sat up and looked around and then she remembered, she was in the TARDIS. She smiled; it hadn't all been a dream. She got up and got dressed again. After putting on a bit of makeup she found her way out to the console room. "Hello?" She called looking around.

The Doctor peered up through the glass floor. He was sitting in the harness and soldering a few wires. "Hello Macy! Good morning- well relatively speaking that is...Have a good sleep?" He jumped up from his seat, took the goggles off his head, and then bounded up the stairs to meet her.

"Yes, I slept like a rock," she laughed. "I really needed that. What were you up to? Something wrong with the TARDIS?" she asked, a bit worried.

"Oh that? Nope, nothing's wrong. Just usual maintenance! Glad you slept well." He clapped his hands together. "Breakfast?"

"Sure," she replied as her stomach seemed to growl on cue. "I also want you to tell me where you have decided to take me today," she said happily.

"Then follow me to the kitchen!" He grabbed her hand and tugged her along down a corridor. When they reached the kitchen he let go of her and spun about the room. "Alright, what shall it be hmmm?" he gestured about the room.

"Anything really, even some eggs would be fine." She replied, "I'm not picky."

"Eggs it is then!" He danced around the kitchen, throwing various things into a skillet. He put the concoction on a plate and placed it on the table in front of her. "Bon appetit!" He went over and pulled two mugs out of a cabinet. "Tea?" without bothering to hear an answer, he poured two cups of tea and brought it to the table. He sat down and took a sip.

"You aren't eating as well?" She asked as she took a bite. "This is wonderful!" She exclaimed smiling.

"Already ate, had a banana- bananas are good. Always carry a banana Macy, their wonderful at parties." He smiled at her, "Glad you like it. Trained with a chef in early 20th century France."

It was still hard for her to wrap her mind around the fact that someone who looked so young was so old. They sat in silence for a moment as she ate. "So about our adventure," she said smiling.

"Yes! Well I have a few things in mind, but first I wanted to ask if there was any place in particular you had your heart set on." He cocked an eyebrow.

"Not really, I'm up for anything, we have all of time and space to see." She replied grinning at him.

"Quite right! That we do!" He hopped up from his seat. "So, time or space? Or time and space?" He put his finger up dotting the air, "Or, Space and time!?"

A huge smile spread over Macy's face. "Let's go time and space! I wanna see something brilliant!"

"Brilliant it is!" Seeing that Macy was done, he grabbed her hand and spun her out of her chair before bounding down the corridor towards the console room. "Alright, calibration at 149- TF82!" he turned a dial. He skidded around the side. "Zone 5 phasers down! Better hold on to something Macy," he winked at her.

Macy grabbed on to the sides of the console as the TARDIS jolted under her feet. She looked at the Doctor, her smile beaming.

"And here...we...GO!" He hit a button and the TARDIS went off spinning into the vortex. He hung onto the railing and looked at Macy's face, it was surprise, excitement, and fear all rolled up into one. He laughed loudly.

After a few moments they landed and Macy took a deep breath, feeling her sense of vertigo normalize again. "Where are we Doctor?" She asked as she looked up at one of the screens trying to understand what he was reading.

"The Goddrick Nubula Station, 500 years in your future. Or at least that's what it says according to the readings." He pointed at the circular forms on one of the screens.

"Five hundred years...so I'm long dead..." the thought plagued her for a moment before she shook her head and smiled, "Cool!"

His brow furrowed, "Only if you want to get technical...but seeing as you're standing right here, you are very much alive. Right, shall we?" He offered him her arm.

She looped her arm through his, butterflies fluttered in her stomach. She was about to experience her first real adventure, on a planet she knew nothing about. They walked out and looked around, "This is beautiful Doctor!"

Goddrick Nubula Station was a planet forever suspended in a state of spring. Apple grass covered the lush rolling hills and tall trees with deep purple leaves spotted the area as far as the eye could see. A glimmering crystal blue lake sat in front of them. It must have been a holiday because a festival seemed to be going on near the water's edge.

"Oh a festival! I love festivals! Shops and treats and all sorts of stuff!" the Doctor exclaimed.

The view was breathtaking to say the least. "Doctor, what are they celebrating?" Macy asked as she watched the people. "And how come they look like elves?" She also inwardly wondered if they had noticed their presence, or if they were intruding.

"Well they're of elfish decent, so therefore they have very similar characteristics. Why? Were you expecting them to look human?" he laughed slightly. "Not quite sure what they're celebrating though...," he smiled at her.

She blushed a bit, "I'm not really sure what I thought they would look like. This is just all so surreal...If you had asked me yesterday morning if I believed in aliens, I would have laughed and told you that you were a nutter! But now, here I am walking arm in arm with one watching a bunch of others frolic and play on a whole other planet..." she smiled at him, happy to have all that out. Out of nowhere it seemed, music started playing and all the creatures started dancing.

The Doctor's face lit up as the music started to play. "OH! It's the Half-Cycle Solstice Festival! This is a brilliant one! Macy, my dear, may I have this dance?" He dramatically bowed, using his arm and all.

Macy smiled and playfully curtsied, "Of course." With that she took his hand and he whisked her across the courtyard. So much had happened in the last 24 hours that she didn't know where to begin. She was grateful though. She realized as she danced with the Doctor, that she may never know what she did to deserve something as wonderful as this. She had so many dark days, and hidden secrets locked away in her past. She knew though that this was the start of something wonderful, magical. She lightly hugged the Doctor as they danced, and she smiled up at him through her long eyelashes.

He twirled her about among the other dancers. They galloped about laughing as they went. He was so glad to have someone to travel with again. The Doctor had been terribly lonely as of late, making him incredibly moody and more susceptible to unleashing his oncoming storm. The music slowed and they swayed to the rhythm. "You're quite the dancer Macy."

"As are you Doctor" she replied as she studied him. She realized while yes, he looked incredibly young, his eyes were ancient. In them she could see sadness, deeper than any man should have to endure. "Are you alright Doctor?"

"Course I'm alright. I'm the king of alright- ok don't call me that...Why do ask?" He spun her out and twirled her back in.

"You just look so sad, even though this is a happy occasion." She replied, her green eyes bearing into his for a moment. "And trust me Doctor, I know what sadness looks like."

He turned the question back on her. "You're far too young to have experienced so much sadness Macy." He hoped that if he inquired about her life, that she'd let the subject drop.

And to his luck she did. The last thing she wanted was to put any more sad stories on this wonderful man, because she could already tell he would have taken them to heart. "Touché'..." she whispered as she rested her head on his chest as they twirled around. She listened to his heartbeats...two heartbeats... that would take some getting used to.

The pair spun about for a few more moments before the Doctor suddenly twirled her around and pulled her into a dip. He raised his eyebrows quickly and smirked. "Hello," he grinned.

Macy laughed, "So shall we explore a bit since we partook in the festivities already? Or would that be rude?"

"We can explore," he said with a smile before raising her to her feet. The Doctor straightened his bow tie and held out his hand for her to hold.

She took his hand, butterflies still flitting around in her stomach. She knew she shouldn't be falling for him, she knew it would never work, but somehow she was.

He squeezed her hand as they began walking. "So if I remember right, there's a village up ahead that we could explore." He swung their hands between them.

"That sounds wonderful," Macy replied smiling, her green eyes sparkling. She looked at the apples on the trees "Do you think those are safe?"

He led the way to one of the trees and took out his sonic screwdriver. He scanned one the brightly colored fruit that hung from the tree and flicked the device out in front of him to read the scans. "Should be fine, bit sour though," he said as he let go of her hand and flopped down in the lush grass. He spread his arms out and sniffed deeply. "Now if you want something sweet, you should try the apple grass." He tore a piece and started chewing on it.

"Apple grass?" She looked confused, but sat down next to him and tried some too. "Oh that's brilliant!" she exclaimed. She looked up and noticed for the first time that this planet had two suns. "I still can't believe this is happening, what else is out there Doctor?" she asked excitedly.

He turned his head and smiled, "Oh things you couldn't even begin to imagine! Slug creatures, Robots, Tree People, and hell, that's just the beginning! There are literally ZILLIONS of things out there and that number's growing everyday- and before you ask, yes zillion is a number."

She smiled at him, and then thought of something, "Doctor, why me? Out of all the people you could have chosen, why did you choose me?"

He turned on his side and propped himself up on an elbow. "Why not you?" He knew it was a simple answer, but he thought it fit well.

"I don't know," she replied, "Most adult's don't care much for teenagers though so I figured why me when you could have had an adult, someone with at least a bit of your intellect..." She felt nervous and she knew she would start to ramble, so she just let her voice trail off.

"I'm more of a child at hearts dear." He picked at the grass. "I've come to realize in all my years of traveling, that it's hard to find someone who thinks just like me, and besides that could get rather annoying. Plus, it's nice to have someone 'normal'. You lot keep me grounded." He stuck another piece of the sweet green apple grass into his mouth.

She felt her heart sink a bit. She knew that with his age he had to have had other companions, but something about the way he said "you lot" didn't sit well. It made her feel like just another tag-a-long. It made her feel inadequate, and she wasn't even sure why.

"You're not very good at hiding your emotions Macy. What's up? Something's wrong?" He sat up and turned his full attention to her.

"Oh, n-nothing," she stuttered as she looked away from him, "Just thinking." God she was a horrible liar, and she knew he could see it.

He gently turned her face so that she was forced to look at him. "You're also a terrible liar...might have to work on that. Now tell me, what's wrong?"

She sighed, "I don't know... Just the way you said that... 'you lot' got to me I guess."

"Whatever for? I meant that as a good thing- wonderful thing." His brow furrowed. "Oh...," he paused as he came to the realization of her meaning.

"I'm sorry Doctor," she mumbled. She shouldn't have taken it to heart, but she was just used to feeling inadequate.

"Don't be sorry. You don't have anything to be sorry about!" He pulled her into a side hug. He was pretty sure he knew why she was upset, but he still didn't like seeing her sad. "So what you're trying to say is that you hadn't realized I had other companions and now you feel sort of tossed in with the rest and not special?"

"Sort of, I mean I know you had others, but still... being lumped in, it didn't feel very comforting."

"I'm sorry...I didn't think- sometimes I can be so thick. I'm sorry...," he looked at the ground.

She smiled at him, "Doctor, don't be sorry, you were being honest. I was just being too sensitive."

"I still should have thought. And you know you are...special that is. Wouldn't have taken you along unless I'd seen some sort of brilliance in you."

She smiled, "Thank you Doctor. So," she asked changing the subject, "What next?"

He knew this talk wasn't over. It'd come back up eventually. "The village? We were on our way there after all."

"Ah yes," she said standing back up. As they neared the village she saw all the houses were quite small. "This is so cute," Macy said as they passed the village square. "I love this!"

"So glad you do!" He walked behind her and rubbed her shoulders slightly. "Wanna look in some shops?"

"Sure," she replied happily. She hadn't given much thought as to what you could find in shops on other planets.

The Doctor opened one of the shop doors and ducked inside. A tiny silver bell on the door rang, letting the owner know of customers coming and going. A small Nubularian woman with cotton candy colored hair and an extravagantly embroidered dress walked out from a back room. "Hello! Welcome! I'm Senty. Let me know if you need anything!"

"Thank you," Macy said politely. "People here all seem so nice. They welcome us like we aren't outsiders at all!"

"Oh yes, they're famous for their generosity actually." He walked with his head ducked about the store. This shop, in particular, sold books and trinkets from various places across the planet, a sort of curio shop.

"Wow," she mused, "It's sad though, these people can be kind to every other species, but humans still can't figure out how not to fight amongst themselves. They always treat each other with cruelty..." Her voice seemed hallow as it trailed off.

"Well you know you all are relatively new. You've barely just begun your existence." He turned to her and smiled. "Just wait, humans'll spread across the stars, learn new ways of acceptance, and then start practicing them yourselves."

She sighed, "I wish I could live to see that. I'm sure it will be long after my time though."

"You know we _do_ have a time machine, love. We can go see it anytime you like." He looked at a few of the books that were on a display table. "Oh these are lovely books! Macy, come look at these fantastic books on the village histories!" He was like a kid in a candy shop.

Macy smiled and walked around the shop with him as he told her all about the different trinkets and books. She loved how his eyes lit up while he was talking.

"Oh now you see this...this is actually from off world...this is a book of fairy tales from Redentia." He turned it over in his hand and flipped through the pages. "Not even a translated edition...wonder how it got here." Clearly the Doctor could read it, if not for the TARDIS, then for the language that was in his repertoire.

"Why don't you buy it?" she asked, "You seem to like rare things... you know everything!"

"Only if you read it too," he gave her a smile.

She laughed, "I can't read that Doctor!"

"Macy, of course you can. See?" He handed her the book.

It caught her by surprise when the old text changed form right in front of her eyes. "Did the TARDIS do this too?"

"You catch on quick. Yeah...call it a perk to traveling in the TARDIS. She's a gem, she is!" He beamed at Macy, so proud of his machine.

"That she is...Fine, it's a deal. I'll read it too," she replied happily.

"Fantastic!" He took the book from her and walked up to the counter. "Hello again Senty! Yes I'd like to purchase this book!" The cheerful little woman beamed up at him. "Certainly!" she responded, "That'll be $9A23." The Doctor dug around in his pocket until he found his wallet. "Ah, here we are!" He pulled out some paper currency and handed it to the clerk. "Thank you sir." Senty rang up the purchase and handed the book back to the Doctor. "Have a brilliant Half-Cycle Solstice Day!" "You too!" he waved at the woman, "Come along Macy." He gestured her out of the store.

"She was so cute! In that little old lady sort of way ya know!?" Macy beamed. "They are all just adorable!" She walked with the Doctor back towards the TARDIS, still taking in all the sights and sounds of their new surroundings.

"She was rather sweet." He put the somewhat large book into his infinite pocket with ease and then grabbed Macy's hand once again.

She liked that the Doctor kept holding her hand, but she mentally scolded herself for thinking that way. She couldn't help it though. He was so alluring. She looked up at him with her green eyes, full of admiration.

He looked at her out of the corner of his eye and saw her looking at him. "What? Have I got apple grass in my teeth?" He glided his tongue over his pearly whites.

She smirked, "No Doctor, you look just perfect." She let go of his hand as they neared the TARDIS, she knew he would need to unlock the door and such. Once inside she leaned on the console as the Doctor silently checked his different screens. Sometimes it seemed as if he was in another world in his own mind. "What are you thinking Doctor?" She asked curiously.

He fiddled with a few controls. "Oh, just about the last time I had apple grass I suppose." He set the course for the vortex, thinking that one adventure might be enough for Macy's first time out.

She didn't believe him but she didn't push the issue. She was just happy to be here with him. It amazed her that her whole outlook on life had changed in 24 hours. Yesterday, when he had found her, she was almost to the point of suicide... A dark shadow seemed to cross over her face, but just as quickly, it disappeared as she thought about her new life.

He glanced at her and saw the same darkness that had so often crept over him. He could spot that stare from a universe away. "You alright?"

"Fine now," she replied looking at him. "You spoke briefly about all these enemies you have, Do I ever get to see any of them? I can stand with you and fight," she smiled, "I'm honestly fairly feisty," she winked.

"While I don't doubt that for a second darling, I don't necessarily fight per say. I go traveling for the fun of it or someone sends a distress message and then trouble usually finds me." He grinned at her. "Besides, it's usually just a whole lot of running."

"Well, like I said I'm good at that too," she grinned. She thought or a moment, "Earlier, you referred to the TARDIS as a she... but because it can create rooms and learn my likes and dislikes, I feel the need to ask... is it actually... alive?"

"I really must be getting old! I keep forgetting to explain things! Yes, the TARDIS is a living thing, grown from the soils of Gallifrey. Only one left in existence...well in this universe anyway..." He thought about the chunk he had given to the metacrisis in his last regeneration.

"This is all so amazing, I keep feeling like I'm going to wake up and I'll be on another bench, or under another overpass, and I will just give up." She looked at the Doctor and still wished she knew exactly what it was he saw in her, because all she could see was a scared little girl running from her past.

"Don't think that way. Trust me, live in the moment- much better...maybe I should take my own advice sometime," he mumbled.

"I think that anytime someone gives out advice, it's more for their own benefit than it is the person they're speaking to," she replied. She stood next to the Doctor and leaned her head on his shoulder. "So how shall we end this wonderful day?"

"Maybe you're right..." He leaned his head against her for a moment. "It has been a wonderful day hasn't it? You Hungry? I know this brilliant little place in 18th century Italy!"

Her eyes lit up "18th century Italy! This is so cool!" She jumped up and down for a moment before realizing how silly she looked, "Umm I mean, yes, Italy sounds wonderful." She leaned back against the console coolly.

He laughed whole heartily. "Brilliant, absolutely brilliant you are. Well then, Geronimo!" He danced around the console setting their course. "Oh, and seeing as this is our first trip back in time, relatively speaking, on earth, the wardrobe is full of period clothing if you so choose to dress for dinner."

Her eyes lit up again and she made a small squeal as she ran upstairs to change. She didn't take too long but by the time she was done she certainly didn't look 16 anymore. She had picked a dark purple dress that would have been worn by one of the aristocratic women of that day and pinned her hair up in long curls that cascaded down her back. She wore full makeup but not too much; it all still looked very natural. "Hello Doctor," she stated coyly as she reached the bottom step.

He turned around, arms waving in the air. "Hello...Macy...," he trailed off. "Blimey...," he blinked a few times, "You-You-You're gorgeous." He ran a nervous hand through his hair and gulped.

"Thank you," she replied smiling, sort of liking the fact that she could make him look nervous. "I decided to go all out. I mean really, how many times does a girl like me get the chance to go to Italy? Are you changing too or will I be the only one over-dressed?" she winked at the Doctor, still smiling widely.

"I-I suppose I can go dress up a bit." He ran over to her, "Back in a tick!" He planted a quick kiss on her forehead and then ran down a corridor. "Gorgeous!" he yelled back over his shoulder. He ran to his room and changed into a black dress coat and a satin gold bow tie. Before he left the room, he grabbed a black top hat and flopped it onto his head. He ran back to the console room. "Alright, shall we?"

Macy smiled widely; she thought he was handsome before... on my word. She nodded. "You don't look too horrible yourself Doctor!" she exclaimed, "You are quite the looker tonight."

The Doctor blushed slightly. "Aww shucks...so Italy awaits us." He offered her his arm and grabbed the sonic cane that was propped against the wall.


	3. Venice

**Chapter 3: Venice**

She laced her arm through his and gasped as he opened the door. It was beautiful! They were on the docks and everywhere they looked there were people, and lights and new sounds and smells that she had never seen. Everything screamed city of romance and her heart fluttered. "Thank you so much Doctor! I'm so excited!"

He smiled widely at her. "I'm rather excited myself Macy. Now, the cafe is just a few blocks away. Course, we've got to take the gondola seeing as the river's the only way to get there- not to mention hey when in Venice right?" He led them towards a dock and helped her into the boat.

She had never been on any boat before so she was a bit nervous as she got in, but soon her nerves melted away. They were actually in Venice, under the stars and strings of beautiful lights. She looked over at the Doctor and blushed, he was so handsome, she hoped the darkness would hide the flush of color on her cheeks.

The Doctor told the driver where they were headed and they were off. He leaned back in the seat and wrapped an arm around Macy. "Having fun yet?" He grinned to himself.

"More than you could begin to imagine!" She exclaimed, "Is this the first place you take all your companions to at night?" she asked winking at him.

He faked offense, "I'm hurt that you'd even think I was that predictable. No, this is not the first night place I take my companions to. With Amy and Rory it was Egypt, Donna it was a fashion show on Venus Aragog, Martha it was London to see an original Shakespearean play, with Rose it was Paris..."

He wasn't sure she had ever wanted to know their names that made them all more real, haunting, to her. But that was ok, because they weren't here now, she was. "Those all sound like loads of fun," she replied. "But this will always be special to me Doctor."

He patted her hand lightly, "Course it will, me too." He smiled at her. They pulled up alongside a dock that was lined with small cast iron lanterns. "Ah, here we are. Thank you my good man! He paid the driver, climbed out of the boat and then helped Macy out as well. "Casa della Luna- House of the Moon"

Macy wasn't sure how sincere she felt he was when he agreed that this would be special, then on the other hand, he did remember where he had taken all of them. "This is absolutely gorgeous Doctor," she said as they walked inside.

He spoke with the waiter and they were seated a moment later in a private corner. "Thank you sir." The Doctor pulled out Macy's chair for her. After she'd sat down, he took his seat. He took up a menu and surveyed its contents. "Now, what shall it be hmmm?"

"Perhaps the chicken florentine," she replied, still loving her new ability to read new languages. She smiled at the Doctor and wished she could hear his real thoughts for just a moment.

"That sounds marvelous; I think I'm going to go with the pasta romana." He waved the waiter over and ordered for the both of them. "I'd order some wine, but seeing as I, in this regeneration, don't like it and you aren't of age in your own time, I figured it was a no go."

"I can respect that," she agreed. "I would never have imagined coming to a place like this before... I mean, even in my wildest dreams. I suppose my imagination doesn't stretch that far," she mused. "This is brilliant."

"We'll just have to fix that, won't we." He winked at her. "Ah! here comes our food! Monte Bene!"

Throughout the night, Macy enjoyed her meal, but most of all she enjoyed the Doctor's company. She listened to him tell stories of places he had been and things ha had done. She was also relieved that he never seemed to ask her about her life. She could just be the person she wanted to be now and she didn't have to remember.

"Well, that was fantastic. Shall we go for a walk? The check's already been taken care of- owner owed me a favor." He got up and led Macy outside. He wrapped his arm tightly around hers and they began to stroll through the cool night air of Venice.

She sighed, feeling surreal. She had a feeling that everything in her life had lead her here... to be with the Doctor in his beautiful blue box. She knew she would never meet anyone else like the Doctor... and she knew she could never be what the Doctor needed, so she would have to be content with this. She looked at him, so handsome and pale in the moon light. "It's so beautiful out here," she said as she took a deep breath of the fresh air. Even the stars seemed to sine brighter when she was with him.

"Yes, it is. This one of my favorite places you know." He led them over to a bench and sat down. "Thank you for sharing this with me Macy. Truly, it means the world to me!" He smiled at her. Even though he'd only meant Macy less than 48 hours prior, he'd come to really like her. She was just what he needed after all the terrible things that had happened to him as of late.

"You're thanking me? I should be thanking you for taking me to one of the most beautiful cities in the world!" She exclaimed. "I'm going to be perfectly honest with you for a moment Doctor, if it weren't for you finding me when you did, I would be dead right now and I know that to be a fact. So I owe you so many thanks," she said as tears formed in her eyes.

He looked at her tentatively. "Oh Macy...you wouldn't have, would you? Had it really come to that?" He took her hand in his. "I'm really glad I stopped when I did. Although...I have been there...I do understand...," he squeezed her hand tightly.

She smiled at him and squeezed his hand back, "I'm afraid I would have Doctor, It was just too much to take any more. I hated my life," She looked into his eyes for a moment. "But now I have a new one," she said, her face brightening up. "Please try not to get to that point again Doctor..." she pleaded, "I couldn't stand to see you that way."

"That's why I bring people along you know...because I can get low, and I means really low, and then you all bring me back." He squeezed her hand once more before bringing up to his mouth and kissing it quickly. "I'll do my best, always try to."

She smiled at him lovingly, "In that case I will try to move on from my past as well. We can just move forward together."

"Sounds fantastic." He slumped down and rested his head on her shoulder. "So not to pry or anything...I know we're moving on from the past and all, but what made you so low?" He drummed his fingers on her knee.

She took a deep breath and felt like her stomach was in knots. "I'm not sure where to begin..." she started, "Well, My parents are alcoholics and drug abusers. I lived in a little one bedroom apartment where I'm sure almost everything was in violation of the health code, my father was highly abusive, and to top it all off... he did some unspeakable things to me that made me truly hate myself... I was just ready to be done with my life. I tried running away but all that did was make life harder, then I had no place to even lay my head at night..." Tears filled her eyes and she tried not to let them fall. She hadn't meant for all the truth to come tumbling out at once.

He sat up and looked at the small, scared girl that sat beside him. He wiped a fallen tear from her cheek with his thumb. "Oh Macy...I'm sorry, I'm so so sorry." He pulled her into an embrace and stroked her hair. "I shouldn't have pried...I'm terribly sorry."

"Don't be sorry Doctor," she sniffed. "You told me about many parts of your past; it was only fair that I tell you about mine." She nuzzled her face into his neck while they sat there, him holding her. For the first time in her life she felt truly safe, whole.

He sighed and enjoyed the quiet for a long while. The Doctor hummed little tunes and traced circles on her palm.

After they sat there a long time, and her tears were dry, Macy broke the silence, "What's running through that mind of yours Doctor?"

"Everything...just like always...it never turns off really," he said with a sigh, "Equations...calculations ...maps...stories...languages...memories...people I've lost...people I've loved...the past, present, and future all running together." He looked at her, "That's what's running through my mind Macy."

She was almost sorry she asked. "I like this Doctor, just sitting here with you... It may have hurt to tell you all those things, but I'm glad I did."

"It's good to talk sometimes and get things off your chest, remember that." He thought about what she had said earlier about advice. He liked this girl, his new companion, she'd already helped him and she didn't even know it.

Macy yawned and rested her head on the Doctor's shoulder. "I feel sort of silly for crying off all of my make up," she laughed.

"You look beautiful either way darling." He blushed slightly as he spoke. "Right...so we should be getting back to the TARDIS I suppose."

She couldn't help but smile at the Doctors words and she nodded, "Yes I suppose so, it's getting awfully late, although I'm not really sure what late is anymore, considering all the time and space travel. I think it's confusing my body clock a bit." She said as they walked back.

"You get used to it. Pretty soon you'll be on TARDIS time and it won't matter anyway." They took the long way back instead of taking the gondola. As they approached the phone box, he got out the key and unlocked the door. "So you really had a good time?" he asked before they walked inside.

Macy looked at the Doctor and smiled and leaned up and lightly kissed his cheek, "I've never had a better night in my life Doctor."

The Doctor's cheeks flushed a bright pink. "Good, I'm glad." He leaned down and returned a kiss to her cheek and gave her a smile.

"Good night Doctor," Macy said as she walked back into the TARDIS.

"Goodnight Macy..." he grinned to himself before following her inside. He set the controls for the time vortex and watched her sashay down the corridor. The TARDIS sent a small shock through the console. "Ow! What? I wasn't...Ow!"

Macy turned "Did you say something Doctor?"

He fidgeted and ran a hand through his hair. "No...nothing...just uhmm talking to the TARDIS...silly me ya know!? Night!" He walked down the corridor and straight past Macy.

She just laughed and shook her head, he was brilliant but sometimes she really did believe he was mad. "Alright, good night then, thank you for tonight again Doctor,"

"Uh huh," he waved over his shoulder. As soon as he was out of her sight, he stopped and slid down the wall into a sitting position. With his head in his hands and started having a conversation between him and the little noises the TARDIS made in response. "'I'm being stupid...yes I know, I know, but what if...oh don't give me that!"

Macy could hear the Doctor talking, but she couldn't make out what he was saying, she figured he was just rambling again and shrugged. She went into her room and changed into her night gown and fell fast asleep dreaming of the wonderful night she had with that wonderful, brilliant, crazy man.

The Doctor got up and went to his room. He took a cold shower to clear his mind before going to bed.


	4. The Purple Flower

**Chapter 4: The Purple Flower**

The next morning the Doctor got up a bit earlier than normal, partly because he couldn't sleep, and went to the TARDIS green house. He walked the room, looking at flowers til he found the one he was looking for, purple foxglove. He clipped a single flower and walked to Macy's room. He set the flower in front of her door and then walked off to tend to some engine work.

Macy woke up a little while later and got dressed, ready to face the day. She opened the door to go meet the Doctor in the control room when she looked own and saw a single lovely flower. She picked it up and smiled widely bounding down the stairs. "Good morning Doctor," she called as she reached the bottom step. She tucked the beautiful flower into her hair.

He didn't hear her. The Doctor hadn't gotten much sleep that night on account of thinking about the previous day's events. He had fallen asleep in the harness under the console.

Macy peered down through the glass floor, into the engine space and saw the Doctor sleeping in the harness and smiled. "Silly man," she laughed as she walked down and touched his face lightly. "Doctor," she whispered.

His eyes fluttered open slowly. "Macy...?"

"Hey sleepy head," she said softly. "You ok?"

He yawned and scratched his head. "Yeah...didn't get much sleep last night.."

"Then you should lay in your bed silly, not the hammock," she said.

He swung slightly, "I didn't mean to fall asleep..."

"Well you did," she giggled, "Thank you for my flower by the way. I love it!"

He blushed slightly, "You're welcome...know you love purple...so yeah..." He could feel the TARDIS's glare on him.

Macy smiled at him, "You're very thoughtful." She noticed that he still seemed sort of off, just as he did before they went to bed the night before. "Are you alright Doctor? You seem almost nervous..."

He chuckled awkwardly, "Nervous...who's nervous..I-I'm not nervous." His eyes darted about.

"Doctor, it's like you said to me yesterday, you're a horrible liar. Take your own advice Doctor, It's best to get things off your chest sometimes," she said as she grinned at him.

"I don't know what you're talking about..." He swiftly got up and walked up the stairs, running a hand through his hair.

"Doctor..." she followed him up the stairs. "I didn't mean to say anything wrong."

"You didn't..." He pushed a few buttons. "Uhmm...breakfast?" He was trying to avoid the topic, but Macy wasn't having any of it. She crossed her arms and glared at him, silently forcing him to speak.

He stopped walking, but didn't look at her. He couldn't lie to her, not after she'd been through in her life. Why couldn't he just be better at hiding what he felt! "I can't...," he whispered, "Just forget it..."

"Doctor..." she whispered, "I poured my heart out to you, and you can't tell me one thing that's bothering you?" She looked truly hurt.

He slowly turned around and looked at her. "Macy...what I'm about to say might be well...interesting.."

"As if everything I've already seen hasn't been? Hell I'm in a time traveling blue box!" she exclaimed.

The Doctor gulped and tugged at his collar. "I uhmmm I may sort of like you..." He looked down at his feet, "Just forget it. It's stupid..."

Macy smiled widely and hugged him "Oh you silly man, there is nothing stupid about that."

He stood there slightly shocked. "Ok...not the reaction I was expecting..."

"What were you expecting?" she laughed.

"Awkward rejection and a slap in the face...," he saw the look she gave him, "You'd be surprised what I run into..."

"Well I like you very much as well Doctor, truthfully the only reason I didn't flirt with you more is because I didn't think you would ever like me." she said looking at him smiling.

"Really? I mean the liking me part that is," he responded, "I'll tell you this though...I don't think the TARDIS likes it very much..."

"Yes of course, I wouldn't lie to you Doctor," she replied as she hugged him tighter, "And why do you think she doesn't like it?"

"Oh well you know last night when we got back from dinner and I was acting a bit odd, I mean more than usual? Well she shocked me every time I watched you walk away...and then I had a talk with her last night and she was slightly disapproving..."

"Why?" Macy looked shocked, "Doesn't she like me?"

"It's not that she doesn't like you. I just don't think she likes the idea of me liking you...cause you know...I'm 1200...and you're, you know 17..." he squinted at her.

"Oh, yes," she replied, "I can understand her being a bit hesitant. I'm willing to take the risk if you are though, because I think age is relative Doctor," she breathed as she leaned up and kissed him.

He blinked widely, slightly surprised by the kiss. "Yowzah," he whispered when their lips parted.

She smiled, "I guess yowzah is a yes?" She looked at the man before her and knew without a doubt this was where she was meant to be.

"I suppose so...although we've only just met a couple days ago. Don't I need to court you or something?" He raised an eyebrow.

Macy couldn't help but laugh, "Courting died out ages ago Doctor." She looked at him a moment before sighing. "Who are we trying to fool though Doctor, you are brilliant... I'm just broken... You should find someone worthy of you. I would be happy and grateful just to be a part of your life in any form."

His face grew sad. "Broken or not, you're still important Macy. You, my dear, are the brilliant one, and I'm not all too worthy of you." He kissed her cheek. "Call me old fashioned, but I rather like the idea of courting..."

"If that's what you prefer," she smiled, "I'm truthfully not sure what all courting entails, but as long as you are happy, then so am I."

"Oh well it involves flirting...and romance...we'll skip the family part cause that would just be terribly messy..." He squeezed her hand. "That flower...may be a bit of courting on my part..."

She laughed, "Sounds perfect for us." Her life had taken a full 360 in just under 48 hours.

The Doctor could still feel the disproving glare of the TARDIS, but at the moment, he didn't really care. "So, what would you like to do today?"

"It doesn't matter to me Doctor, as long as I'm with you, I'll be the happiest I've ever been." She could feel butterflies dancing in her stomach.

He walked over to the console and leaned on it with crossed arms. "You pick this time...anywhere your little heart desires." He gave her a smile.

Macy thought for a moment and her face lit up. "I would love to see another planet... something exciting! Maybe like the one you were telling me about before, Straginus V... with all the diamonds. I bet that would be marvelous!"

"Brilliant! Straginus V it is!" He spun around the controls and they were off, landing moments later. "Hopefully there won't be a repeat of last time I was on a diamond planet..." He shuddered slightly at the memory.

"What happened last time? We don't have to go if you don't want to," she said, biting her lip.

"No it's fine. Donna and I were on this diamond planet called Midnight. She wanted to spend the entire day in the spa, so I went on this little adventure by myself. Well...we- the other passengers and myself- got trapped out in the middle of nowhere and this creature invaded this woman's mind and started manipulating the others into thinking I was dangerous and then I wasn't in control of my mind or body...they were gonna throw me out to die..." he shuddered a bit as he rambled.

Macy smiled at him. "Doctor, I promise not to leave your side. No one will be throwing you anywhere," she smirked at him, "Shall we?"

"Yes, let's go." He squeezed her hand and they walked through the doors. They were greeted with 5 guns pointing straight at them. "Put your hands up and don't make any sudden moves," he whispered as he put his own hands up in surrender.

Macy went white as a sheet but did as the Doctor told her. "What did we do wrong Doctor?" she whispered back.

"Don't know yet," he whispered back. "Hello there, I'm the Doctor and this is Macy. Might I ask why you lovely gentlemen have your guns aimed at us?" The Doctor heard the rustling of silky fabric and an all too familiar voice. "Stand down boys," a woman said before appearing through a gap in the soldiers, "Hello, Sweetie."


	5. Hello Sweetie

**Chapter: Hello Sweetie**

Macy looked at the Doctor and relaxed a little since they no longer had guns pointed at their faces. "Who's that?" she asked looking at the lovely woman with a huge, blonde mass of curls.

The Doctor sauntered up to the woman. "Hello dear,' he whispered before clearing his throat, "Macy, I'd like you to meet Professor?" he saw River nod, "Professor River Song. River this is Macy."

Macy heard how the Doctor referred to River as "dear", and knew there was something between them, but she would save those questions for later when she wasn't around. "Hello Professor Song," Macy smiled. "It's a pleasure."

"Hello Macy. Please call me River," River shook Macy's hand and eyed the Doctor. "Been a while, when is this for you...no Amy and Rory...post Manhattan?" "Post Manhattan," he responded solemnly.

Macy noticed the Doctor's face when he agreed with River, but the pain in his eyes was gone in a flash. Almost as if he flipped a mental switch and turned it off. "So, what are you doing here love?" The Doctor asked River as he stood even closer to her and smirked with a grin that could make your heart stop.

"Oh on an exhibition...ran into a bit of trouble though...what a coincidence you happen to show up...," River trailed off, but not before giving him a coy wink. "What sort of trouble River?" He bounced on his toes, his hands on his hips. "Come take a look for yourself Sweetie." The Doctor followed River towards the dig site, hopping Macy would follow.

Macy found herself very annoyed with River and the Doctor's flirting but she bit her lip and followed silently behind them. At one point the Doctor turned to look at her and she refused to make eye contact with him. When they arrived at the dig site Macy walked on the other side of River, away from the Doctor.

The Doctor could tell Macy was avoiding him and he didn't like it one bit. His brow furrowed slightly when Macy stood away from him. "Let me guess...sub-species repopulated underground?" The Doctor leaned over the pit before him and took a look inside. "Oh not just a sub-species Doctor...a sub-species of, from what we can tell, Cybermen..." River's eyes flinted at the Doctor; his jaw had tensed slightly.

"What are Cybermen?" Macy asked looking a bit confused and excited at the same time. She was finally going to get to see some of the action the Doctor had told her about!

"Cybermen, Macy, are cyborgs originating from Mondas...they were once just like you, but they kept adding artificial intelligence to themselves until they were void of all emotions. Other than the Daleks, they're one of the most hated species in the universe." He stepped back from the pit. "River, you said sub-species, what do you mean sub-species?"

"From what we've found so far, they're even further prone to agitation...we've lost 6 men already," River explained.

The Doctor looked even more concerned. "Alright, really angry Cybermen... why here? Why Sraginus V?" He paced beside the hole for a moment. "There has to be a reason they have evolved..." Macy watched the Doctor for a few more moments in silence as she could see his wheels turning. "He does that a lot doesn't he?" Macy asked River, "You seem to know him fairly well."

River crossed his arms as she watched the Doctor. "Oh we go way back. You get used to it all...his brilliant madness," she smirked. "Where'd he pick you up? Judging from your clothes I'd say earth...2012? Mummy and Dad's time..."

"Ummm... yes... 2012... Mummy and dad? Sorry, I'm still a bit new. I do agree though, he is simply brilliant," she replied. "River," the Doctor interrupted, "You know we're going to have to get down there and have a look."

River smiled over her shoulder at Macy's comment. "Way ahead of you sweetie...getting a small team together as we speak." She sashayed over to the Doctor, "Just let me go change into something a bit more appropriate. She'd been wearing a black silk gown; leave it to River to wear evening wear at an archaeology dig. "You could come too if you like," she whispered in the Doctor's ear before walking away to her tent. The Doctor blushed, "You minx," he growled before running a hand through his hair and straightening his bow tie.

Once River was out of ear shot Macy glared at the Doctor, "Yeah, you really like me a lot." He knew if looks could kill he would be a dead man. She couldn't help but feel lied to, even after she had poured her heart out to him, he still mislead her.

The Doctor walked over to Macy. "Macy..it's not what it looks like...ok it is a bit what it looks like. I do like you, a lot." He was extremely flustered and confused. "I wasn't expecting her, River, to be here...I haven't seen her in almost a year...," he trailed off knowing that River's fewer visits being further and far between meant the library was coming.

"It doesn't matter, we'll talk about this later when I'm not livid," she said through gritted teeth as she shoved lightly past him to wait by River's tent.

"Macy!" he yelled in frustration as he followed behind her. River walked out of her tent wearing a rather sexy version of an Indian Jones outfit, hat, whip, and all. "Everything alright out here?" she asked. "Fine..," Macy said softly, her arms crossed over her chest. "Yes, everything's fine...," the Doctor said, "So where's this team of yours River?" River looked slightly disappointed, "No stuttering? No sly comment? Thought the hate would've done it...No matter. Right this way sweetie."

The Doctor took River's hand and walked with her lacing his fingers through hers. Macy felt a lump forming in her throat. She didn't have long to feel bad for herself though, because in a moment they were standing at the mouth of the pit with the same five men that had been pointing guns at them just a while ago.

They got into harnesses and repelled down the wall. When they reached the bottom the Doctor walked over to Macy. "You alright? Didn't have any problem with that did you?" he asked. "With repelling? Course not...other things however...," she said through gritted teeth before walking away from him to see if she could help one of the other men with the supplies. "She fancies you sweetie," River whispered in his ear, appearing out of the dark shadows, making him jump.

"Yes, I suppose she does," he replied looking River up and down, adjusting his bow tie. "No matter, she'll be alright." He gave River a small smile and a wink. "Your men all ready?"

"I suppose so. Before we get started though, come 'ere you," she grinned and gave him a kiss. Just as River was pulling away, Macy looked over at the two of them. Tears brimmed her eyes. 'You stupid, stupid girl. Course he doesn't like you. What were you thinking?' she thought to herself.

She swallowed hard and blinked her tears away. She knew she would cry later, but now wasn't the time or place. She shook off her emotions and tried to focus on the task at hand. The group started moving father into the dark tunnels, the diamonds in the tunnel walls glittered in the lights from their flashlights; they stepped into what seemed like the top deck of a spaceship. "A ship underground?" Macy asked confused, glancing at the Doctor, "Wouldn't that mean they would have had to be here for a very long time?"

"Yes...it would appear so...good thinking Macy," he smiled at her. He took out his sonic and scanned a section of the ship. "Well, it's definitely Cybermen. Been down here for...4,000 years? That can't be right." He shook the screwdriver, "Nope, that's right. Peculiar..wonder why they're here?" River took out her scanner and read the statistics. "Appear to be around 250 life forms, if you could call them that, on board."

Macy looked from River to the Doctor, "So you mean the 8 of us are going up against 250 Cybermen that have already killed 6 men?" She wasn't sure what to think, but she wasn't about to turn back and look like a coward. It wasn't until that moment, however, that she wondered inwardly what had happened to his other companions.

"250...child's play," River winked at Macy as she went to go show the Doctor that stats. "Bit hairy, but I think we can handle it...better stick close just in case though Macy," he said looking at the device. The last thing he needed was to lose a companion on their first real adventure.

The men pried the hatch open and River walked over and crawled inside. "Gonna have a quick look along," she said to the Doctor. "Scream if you need anything," the Doctor told her. "Oh you know I always do darling," River said with a wink and a coy smile before slipping into the ship.

Macy rolled her eyes as the Doctor blushed a bit. "All clear here," River called through the hatch and all the men, one by one headed down the hatch.

"Here let me help you," the Doctor said as it was her turn to crawl through. "I've got it thanks," she said sarcastically before disappearing into the ship. The Doctor made a face at her and then crawled in himself. "Alright, let's see...right or left?" He looked down the long corridor.

"I'm picking up readings to the left," River said coming to stand close to him again. "I can hear them walking a little further down ma'am," one of River's men chimed in. "So darling, shall we face them, or run?" River asked smiling.

"Well you want to know why they're here just as much as I do...and then we can always run later?" he winked at her. "Shall we?" He grabbed River's hand and started walking down the corridor. Macy tried not to let it get to her, but she couldn't help it...she was jealous, extremely jealous.


	6. And---RUN!

**Chapter 6: And….RUN!**

As they went to turn a corner, there were two of the Cybermen walking by. "Hello old friends," the Doctor said sarcastically as he greeted them with a salute. "Aim but don't fire unless I give you the signal," River told her men.

"Signals identify voice as the Doctor. Protocol: Delete. Delete! DELETE!" The Doctor started backing away slightly, his hands out in front of him, one holding his sonic. "Hold on there fellas. Quick question then you can delete me all you like, why are you here?" "Steady...Steady," River said to the men. Macy was terrified, cyborgs, real life cyborgs; stuff of science fiction! It took all she had not to scream for the Doctor; he was so calm.

"We are here to stay undetected, there are no other life forms on this planet. The energy will be harvested," replied one of the Cybermen. "Delete, Delete Delete..." he continued. "Ah one more thing," the Doctor said smiling, "I want you think back to what has happened every time your race has come against me. And while they ponder that thought, everyone run!" He grabbed River's hand as they all made a dash in the other direction. One of the men hadn't secured his harness ropes to his bag tight enough and it was dragging the ground as he ran... it dragged just enough to get under Macy's feet as she ran behind him and she tripped and fell. "Doctor!" she screamed as she felt the Cybermen getting closer.

The Doctor skidded to a stop on the metal floor. "Macy!" He started running back towards her. "I've got you covered Sweetie!" yelled River as she shot a red laser out of the gun she was holding. He reached Macy and untangled her foot that was trapped in the strap. "Doctor!" Macy screamed as one of the Cybermen was inches away from grabbing her. Suddenly, a loud noise was heard and the cyborg fell over. The pair looked behind them. River was behind them with a smoking gun. "Bit of a close call there...now the two of you COME ON!" she yelled still pointing the gun in case the other Cyberman came around the corner.

As soon as her foot was untangled Macy was back on her feet running. They turned a few corners and ran through three different corridors before they finally stopped to take a breath. "Sorry about that," said the man whose strap had tripped Macy up. "Considering I'm still alive, I suppose I forgive you," she replied as she tried to catch her breath.

The Doctor's blood began to boil. He walked angrily up to the man. "Do you know what you've done? You could've killed her!" he said this so eerily calm that Macy couldn't help but shiver. The Doctor continued to berate the poor man. "Doctor...Doctor!" River placed a hand on his shoulder, "Dial it back, sweetie. You're oncoming storm is showing." The Doctor's demeanor calmed, "Sorry about that..." The man shuddered, "So-Sorry Doc- Sir...won't happen again.." The Doctor walked over to Macy. "Are you alright?"

"I'm fine, thank you," she replied. "Just a bit shaken." She was still upset with the Doctor, but when it counted he was there, so she softened her demeanor some and smiled at him. "I mean it, thank you Doctor." "Not to be rude," River chimed in, "But what's the plan, and what energy were they harvesting? There is nothing on this planet but diamonds."

He took Macy's hand, not letting her out of his site again. "I don't know...there's got to be something in the diamonds? No..that'd take too much time..something else besides the diamonds that we haven't seen?" The Doctor looked at River. "Are you doubting my research Sweetie?" River huffed and put her hands on her hips. "No! No I just mean that maybe you just dig deep enough or something..."

Macy looked at the wall beside her and touched one of the glistening diamonds poking out of it, she picked it up and it felt like a livewire in her hand. She looked closer at it, and the inside between the different facets looked like they were almost glowing, "Doctor, I think you were closer to being right with your first guess... but I don't think it's something in the diamonds... I think it _is_ the diamonds themselves. This feels like a current is running through it!"

The Doctor let go of her hand and took the diamond, turning it over in his hands. "It's pulsing...odd...very odd indeed..." He took out his screwdriver and began scanning the diamond. River picked up another one and examined it for herself. "Doctor, I don't think these are normal diamonds...," River said.

"No I would say not..." the Doctor replied as he looked at the sonic, "It appears to be raw time energy that has somehow been crystalized...The only way that could happen is if the vortex shattered." He looked lost in thought. "We are walking on a planet that was created by an explosion of time energy..."

Macy looked between the Doctor and River. Their conversation flowed so easily, almost as if they had one mind. What was it with them? How did they know each other so...so well. "Doctor, how would there be an explosion of time energy? Clearly the vortex is still intact and so is the TARDIS...hell, you're still here so clearly it's nothing that usual," River fleshed out what he had said.

"It doesn't have to be from this time stream," he replied as he put the stone in his pocket. "I would say it's the time stream of another dimension..." His voice trailed off and he thought of Rose, but that was impossible. Her dimension was sealed and nothing there could have caused that big of an explosion. "If the Cybermen were able to collect, and convert all the power scattered on this planet, we could be looking at enough power to easily destroy the entire universe."

"Then we ought to stop them, shouldn't we." River saw the anguish on his face when he had said other dimension. She knew that meant he was thinking of Rose and knew that meant that it was her job to get him back on track. "We need to make a plan Doctor," River said firmly. "We need to go snooping about..," Macy interjected quietly, "Sorry...just want to be useful." She tugged at the ends of her black hair nervously.

"Actually, it's not a bad plan. It may be the only way to find out how to stop them." the Doctor replied. "Right then," he said as he rocked on his heels focusing, his vigor renewed, "I suppose we need to find a ventilation system. River, you and your men get back up to the surface and start running energy scans. Where ever the biggest point of energy is, will probably be where they are converting they energy and storing it. Macy, you can help me snoop. Since you are smaller, I may need you to be the one in the air ducts."

"You've got it. Men, you heard the Doctor, move out." River turned to leave, but stopped at the Doctor. "Be careful Sweetie," she said, giving him a quick kiss before leaving. "Aren't I always?" he called over his shoulder. "Nooo!" River chimed back. The Doctor and Macy were alone; the air awkward between them. "Right, so the air ducts then?" Macy said, filling the silence. "Yes, the uhmm air ducts." They began their search for the ventilation system.


	7. The Truth Revealed

**Chapter 7: The Truth Revealed**

After a few moments of silence Macy spoke as they continued to search, "Doctor, who is River Song?" She turned to look into his eyes.

"She's a professor of archaeology...," he said looking around a corner.

Macy stepped in front of him, stopping him in his tracks, "Who is she to _you_ Doctor?" He could hear her patience wearing out.

"Right…well River...River is...," he paused and took a deep breath, "River is my wife..." He leaned back in a defensive posture, afraid he was going to get slapped.

Macy took in a deep breath and he could almost see her eyes go dull, just as they had been the day he met her. "Right then, let's find this air vent," she said blandly as she turned on her heels. She already felt absolutely dead inside.

He grabbed her by the arm. "Macy, let me explain. Please. It's extremely complicated. You've got know idea. Please. Look at me." His whole being ached. "Macy...you've got that look...thought you promised that wouldn't happen again...," he said this as more of a statement than a question.

"Yeah," she sniffed, "Just like you told me I was special." She turned and glared at him, saying nothing, but her eyes told him more than words ever could anyway. She stared at him waiting for his explanation.

He gripped her shoulders. "You _are_ special." He took a deep breath before he explained. "River is...in my time line...River is," he cleared his throat, "Dead...I met her on the day she died, to save me no less. She knew my name…my real name- the only person I could ever tell that to would be- is my wife. We've been traveling in opposite directions and last time I saw her, she said she was a professor...which meant she'd be going to the library soon...where she dies." He looked at his feet. "Her visits are getting further apart and I know I should have told you, but I was just so lonely..."

Macy looked at this man in front of her and sighed. Before when she looked at him he was always strong and confident, even when talking about his worst moments. But now he looked vulnerable, broken...like she felt. "I can't say you made the wisest choices Doctor, but in your situation I can't say I would have done any better." She smiled slightly at him and took his hand in hers, a tiny bit of a spark returning to her eyes.

He looked up her. "Really? I'm so sorry Macy. You know that right? I'm sorry about River too...she doesn't know that I know how she dies...," he trailed off.

"Some things are better left unsaid Doctor." Macy mumbled as she ran up to a grate in the wall "Found it!" she exclaimed.

"Brilliant!" He ran up to meet her. The Doctor unsealed the grate with his sonic and pulled it off. "Care for a boost?"

Macy smiled at him, "Yes please."

He helped her up into the vent and grabbed her hand. "Macy...I don't know how many more times River will show up...and...I-I do love her..and and." He was stuttering. He didn't know how to tell Macy that he still wanted married things with River while he still had the chance without making her feel terrible.

"Doctor hush," Macy snapped, "Focus! You don't have to explain everything to me right now, this isn't the time or the place. Plus what you do with River is your own business."

He cleared his throat and straightened his bow tie. "Right...," he blushed, "So uhmm ok do you see anything in the vent?"

"No but maybe if I keep crawling I can find where the room is where they are working on this. You should go up to River and get the walkie and tell me how close I am to the readings they're getting. I have the other walkie on my belt" she replied.

The Doctor looked at her nervously. "Don't go anywhere til I get back alright?"

"Doctor, all I will do is crawl through the vents looking for them. Please don't worry."

"Macy, I mean it...don't go anywhere til I get back." His voice was deathly serious.

She sighed. "Alright, I won't move."

"Thank you." He patted her hand and then headed back down the corridor to fetch the walkie talkie from River.

As the Doctor walked away she scooted back in the air duct to keep from being spotted. She sat and thought about everything the Doctor said about him and River and her heart ached.

The Doctor reached the hatch and climbed up the ladder, poking his head out. "River dear, I need your walkie talkie."

She smiled and handed the walkie and kissed him on top of his head as she leaned down, "Are you alright Darling? You seem tense."

He took the walkie talkie and kissed her nose. "Yeah...fine. Completely ok." He gave her a half smile.

She grinned coyly at him, "Darling, I know you better than that."

He sighed, "I had to explain to Macy who you are."

River smiled at him, "She might be hurt Doctor, and I wouldn't blame her. But she won't stay upset at you forever. I can see in her eyes that she loves you too much for that."

"We've only just met...you don't think she loves me do you?" He blushed slightly.

"I know she does darling," River replied, "You can see it in her eyes."

He cleared his throat. "Right...well uhmm best be getting back and such..."

River smiled at him, "Be safe my love," she kissed him and waved.

"Always darling," he called through the hatch before running back to Macy.

Macy looked out of the hatch as she heard the Doctor running up to her. She was in the exact same position he left her in.

"Alright, got the walkie talkie- wow you didn't wander off." He was actually surprised.

"Yeah well I thought about it," she teased.

"Usually you all wander off when I say stay put...sort of nice to see that you've stayed," he smiled.

"Well, I figured that you've done this a time or two and I figured you know best." She smiled and squeezed his hand.

"Fantastic you are! Alright change the setting to channel three. I'll be on that one." He squeezed her hand back.

She turned her walkie to channel 3 and put it back on her belt. "Alright I'm off," she said as she let go of his hand, "I'll tell you if I see anything."

"Be careful," he called as she started crawling through the vent. He leaned against the wall and pulled the diamond out of his pocket to examine it once again.

Macy crawled through the vents for about 10 minutes before she found an air vent that she could see Cybermen through, "Doctor, are you there?" she whispered into the walkie.

He took the device off his belt and spoke into it, "Yes, hello Macy, I'm here. What do you see?"

"They are loading a big machine full of those diamonds Doctor. It looks like there is a fire burning in it..."

"It can't be a normal fire...it won't burn the diamonds- too strong for that." He scratched his head as he thought. "It's the diamonds...something's up with the diamonds. We won't know anything more til we talk to River though. If you don't see anything else, start heading back alright?"

"I see more of them, oh God Doctor, there are thousands of them... they aren't moving though...they're just standing there."

"Of course!" He smacked himself in the forehead. "Those are empty suits. They're using the energy from the diamonds to create new Cybermen without the messy transformation process. Macy, I need you to get back here right away. Do you hear me? Right Now!" The Doctor paced the corridor, panic in his voice. River and her men when coming back down the hall. "Doctor? Doctor what is it?" River asked as she picked up her pace towards him.

"I'll be back in a minute," Macy whispered. The Doctor started pacing back and forth as he filled River in about what Macy had seen.

"Doctor, that's not good. We've got to get out of here. You know as well as I do that we've got to do something, but Doctor...it's dangerous...REALLY dangerous." River tried to reason with the Doctor.

Macy crawled out of the air duct a few seconds later, "Hello everyone, what did I miss?" she asked as she stretched.

"We're leaving that's what you missed." River grabbed the Doctor's hand, but he didn't move. "No we're not...we've got to stop them..."

"Darling, there are too many of them...We could ask for assistance, we can come back when we have a plan, but this is far too dangerous love," River pleaded with him.

"I can't just do nothing River. If we leave who knows what could happen. All that raw time energy...they'll destroy the universe." He tried to reason with her.

She looked in his eyes for a moment, "Alright, I trust you," she sighed as she took his hand. "Men, you do as he says," she instructed. "I'm with you too," Macy piped in, "What's the plan?"

"Ah well that's rather interesting actually seeing as I don't have one currently..." He looked at River and Macy. Their expressions said it all; what was he thinking. "Figured we'd just wing it- usually seems to work," he said with a chuckle, but pursed his lips when he realized no one else was amused.

"Alright, then maybe I have a plan," Macy said timidly, hoping she wouldn't sound stupid.

The Doctor and River turned to Macy. "Let's hear it. It's better than what we've got now- a big fat NOTHING!" she yelled the last past at the Doctor. The Doctor flinched a bit.

"W-w-well" she stuttered, a bit intimidated by River, "The machine they are using to burn the diamonds had a lot of wires and cords running to it. I bet they are using the power on the ship to keep the machine going. If we could cut off the power source... we stop the machine... then we still only have the same 250 we started with. From there I guess we make up another plan because that's all I have for now." Her cheeks were flushed a she spoke.

"That's a rather good plan Macy. Men, forget what I said, you'll be listening to her now," River smirked, her hands on her hips. "You, Husband, are useless sometimes, I swear!" The Doctor's brow furrowed, "Oi! Watch it! Macy that is rather brilliant. Good on you!"

Macy smiled, but felt sort of bad she got the Doctor in trouble with River. "Sorry," she whispered to him. "Alright fellas, let's find the main power source."

"Oh she'll get over it," he whispered back. River scanned the area and the group headed towards what appeared to be the main power source. The Doctor sonicked the door unlocked and they moved inside.

"Alright, good work everyone. Take a brake; this is where the Doctor and I get to work," River said. "Mainly just me," the Doctor interjected.

River raised her eyebrow at him but smiled anyway, "We'll see about that my love." She kissed his forehead as she walked by and smirked. The Doctor smiled, he knew she couldn't stay mad at him.

The Doctor walked over and gave Macy a hug. "You've done a marvelous job! Take a rest alright?" He walked over to where River had already started working. "Alright, let's take a look shall we! Ooh electrical bypass currents, fun!"

River smirked at him, "Only you would find this fun my love. So while we're working tell me about her," she said nodding toward Macy, who was out of earshot, "You usually don't pick up anyone so young."

He rearranged wires in the engine. "Special circumstance...she was alone. Didn't have anyone...on the verge of doing something terrible." He glanced over at Macy who was chatting with one of River's men.

"I can see that you care a lot about her," River looked up to see him watching her. "I'm glad you aren't alone anymore; I was getting worried about you."

He looked back at River and forced a smile. "Oh you don't need to worry about me dear. You know me- perfectly fine as always." He pulled out a fist full of wires and tossed them over his shoulder.

River sighed, "I know that's what you always want me to believe. I've been so busy with work these days. The academy asked me to go to the library to go explore with a new team next week." She looked pleased at the thought of a new adventure.

The Doctor paused and looked at her, his breath catching in his throat. "Next week?" he returned to his work, trying to hide his emotions. "Come with me first? I've missed you...we could go to the Singing Towers of Darillium. You've been wanting to go there for so long."

River smiled brilliantly, "Alright, I have missed you very much as well my love. I'm sorry I've been away so long." She pulled out one last wire and the lights went out. "And that did it!" she said happily as her men turned their flashlights back on.

"Shouldn't we be getting out of here now?" Macy asked. "Yes, right let's get a move on shall we!" He grabbed both Macy and River's hands and they started making their way back to the ship's hatch.


	8. Bubble Baths and Breakfast

**Chapter 8: Bubble Baths and Breakfast**

They could hear the heavy, clomping steps of the Cybermen echoing through the ship as they made their way down to check the power. They ran and ducked in and out of corridors until they all finally made it safely through. "Ok, that should give us a few minutes to formulate a plan on how to deal with the rest of this mess," River breathed as they all stopped outside the hatch. "What do you think Doctor?'

"Alright, if I can get to the central control, I can reroute the sensors to a manual overdrive. Do that and I've got complete control over all of 'em," he said catching his breath. "I'm coming with you," Macy said, squeezing his hand.

"Alright then," he replied smiling at her. "River you see your men off safely, and meet us at the TARDIS, we shouldn't be long," he said tossing her the key and her walkie.

"Call if you need me, otherwise you know where to find me," she winked causing the Doctor to blush. They parted ways and the Doctor and Macy found their way about the ship until they found the central controls. "Ok so just a few wire rearrangements and we should be on our way!" The Doctor rubbed his hands together and set to work.

"What are you going to have them do since you will be controlling them Doctor?" Macy asked curiously as she kept an eye out for any Cybermen and watched him work.

"Nothing too crazy. Just have them destroy all the suits and then shut themselves down permanently." He gave her a smile as he finished up his work.

oOo

Once everything was set Macy and the Doctor rushed back to the TARDIS, River was already inside. "Hello sweetie, I think we all did very well today," she said as she walked up and kissed the Doctor. Macy understood why the Doctor had done what he did but that didn't make it hurt any less. She politely excused herself and hurried to her room; she felt now was the time for a good cry to let it all out. She understood, but she still felt horribly betrayed.

The Doctor barely had the chance to tell Macy goodnight before she was out of sight. "I'm afraid I've done something rather terrible..." He set the controls for the vortex and glanced up at River who was following him with her eyes.

"I figured something was upsetting you, but I knew you would talk to me about it eventually, you always do," River replied as she walked up and hugged him from behind, leaning her head on his back.

"Well wife, dear, it seems as though I've led my new companion on a bit." He turned to face her. "She wasn't happy at all when I told her who you were although she wasn't nearly as bad when I explained that-" he caught himself, "never mind, spoilers."

"Oh more spoilers! Haven't heard that in a while, that's exciting," she said hugging him tight. "Darling, it may hurt her, and it may take a while for her to be ok, girls are complex creatures... but I can tell she really does care about you so she will be ok, for your sake, and as for you leading her on, shame on you," she winked devilishly. She knew the Doctor could be a flirt, but she knew it would never be anything serious with anyone but her and that was all that mattered.

"Sorry honey" He smiled at her, but his eyes were sad. This was going to be one of the last times he ever saw his lovely River Song and he wanted to make it last as long as possible. "You know River, darling, I think the Singing Towers can wait a few days don't you? Why don't you go take a bath and get comfortable," he flirted, "I'll be there soon."

River smiled brightly and winked at him. "Alright my love, I'll be waiting," she whispered as she leaned up to kiss him one last time before sauntering up the stairs and into the washroom.

Once River was gone, he walked down the corridor that led to Macy's room. He knocked softly on the door. "Macy? Macy, you alright?" He swayed from side to side, his hand on his hips.

"I'm fine," she sniffed. He could hear her voice crack, and he could tell that she was crying.

"Macy...can I- can I come in?" He knew she wasn't fine and he needed to see her. River would understand if he was a bit late.

She was silent for a moment but finally said yes. She tried as best she could to wipe off her face before he opened the door.

He cracked the door open and stepped inside. "Hey. You uh, you hurried off pretty quick after we got back." He stuffed his hands into his pockets.

"Just because I understand the reasons you did the things you did doesn't mean I want to stand and watch you two kissing all evening," she replied not looking at him.

His jawed tensed and thought it best not to move closer. "I uhhmm I- Macy..I'm- I'm sorry." He reached his hand out to touch her shoulder, but pulled it back.

She looked over at him with sadness in her eyes but still smiled at him and she sat up, wiping her tear stained face again, "Doctor, its ok, you can come over here. I won't bite. I'm not mad at you anymore. I'm a bit hurt still but I will get through it. I still care very much about you and I understand." she said as she patted the bed next to her and scooted over.

He sheepishly walked over and sat down next to her. "I understand that you need time Macy and I'm ready to give you all the time in the universe." He took her hand in his. "And not to pour salt in the wound, but River's going to be here for a few days...once she's gone though, I-I-I need you to be strong for me because it's going to be rough..really rough.."

Macy looked sadly at the Doctor, "Its coming sooner than you thought isn't it?" she asked, worried for him.

He looked down, "Yes...She's going next week, relatively speaking that is."

She squeezed the Doctor's hand. "Don't worry. I will do anything you need me to." she replied. It didn't matter that he had lied to her, this man had saved her life in so many ways... she would still do anything for him.

"Thank you," he whispered. "I better be going now..."

"Go spend time with your wife silly man," Macy said as she leaned over and kissed his forehead, not romantically, but as a sweet gesture.

He smiled at her. "See you tomorrow." He got up and walked to the door. "Sleep well," he said before closing the door behind him.

Macy laid back and a few more tears rolling down her cheeks but she was exhausted and she fell into a much deserved, deep sleep. River on the other hand was waiting patiently in the bath, covered in and surrounded by bubbles. She was perfectly content and relaxed.

oOo

The Doctor knocked on the bathroom door and walked in. "Sorry honey, traffic was hell," he winked at her and sat on the floor next to the tub.

River smirked at him, "It's alright my love, I figured you would go make sure Macy was ok before you came in. You always have to make sure everyone else is ok before you worry about yourself. It's just one of the many things I love about you."

"Oh really?" He leaned up and kissed her. "What are the other things?" he asked with a smirk.

"They would take forever to list my love," she replied as she touched his cheek, "Why don't you lay down? You look exhausted darling. I'll dry off and be out in a few minutes."

He clutched onto the side of the tub and pulled himself up. "Only cause you asked so nicely." He kissed the top of her head and then walked out of the room. He hung his jacket on a hanger and toed off his shoes before jumping onto the bed.

A few minutes later River walked out of the bathroom in a short, silky nighty, her hair still frazzled from the bath, "Now can I get a witty comment?" she asked as she laid down and winked at him.

"Yowzah.." he trailed off, his eyes racking over her body.

She smiled and took the Doctor in her arms and kissed him passionately. "Are you alright my love? You look so much sadder than normal," she commented as she broke the kiss.

He tucked a stray curl behind her ear. "Yeah..just miss you is all. Been much too long darling." He made a mental note to hide his emotions better over the next few days.

"Then don't be sad now my love, be happy that I'm here," she smiled as she laid her head on his chest and started drifting to sleep as she held him

The next morning, the Doctor woke up before River. He laid on his side and watched her sleep, taking in every inch and detail of her. Why couldn't they just stay like this...why did she have to go to the library? Time could be rewritten after all! 'No,' he thought to himself, 'She told me not to...better make the best of it then eh ol' boy?' He placed a soft kiss of River's cheek.

Her eyes fluttered open, "Good morning my love," she said sleepily as she reached out to hold him.

He nuzzled against her. "Good morning dearest. Sleep well?"

"I always do with you by my side," she smiled as she kissed him tenderly.

He kissed her back. "You always looks so lovely in the morning...must be the bedhead...come to think of it, I think I just like you with bedhead." He winked coyly and kissed her again.

"With this mess of curls bedhead is my specialty," she laughed. She kissed him passionately, pulling him as close to her as she could. God she had missed him so much.

He could feel River's nails clutching his shirt tightly. He raised an eyebrow at his wife and broke away from the kiss. "This early in the day? River you naughty thing you."

"Have you ever really known me to be good?" she asked as she winked at him.

"Touché," he kissed her again quickly.

On the other side of the TARDIS Macy had just gotten up to start her day as well. She got dressed and walked out ready to face a new day. "Hello?" she said looking around as she got to the console. With no one in sight she decided that the Doctor and River must still be in bed so she would go ahead to the kitchen and make breakfast for everyone, and hopefully they would be up by the time she got done cooking.

The Doctor stood at the mirror fixing tying his bow tie. "Oh let me sweetie," River said walking out of the bathroom wearing tight pants and a very form flattering shirt. She tied his bow tie with ease and gave him a kiss.

"Thank you," he smiled. As he opened the door to their bedroom he sniffed, "Do I smell bacon?"

She followed him and sniffed the air for herself. "That I do my love. Shall we go see what's going on in the kitchen?" She grabbed his hand and towed him down the hall way. "That was brilliant by the way- _you_ were brilliant, always are. I think every day should like that. Don't you?" the Doctor said.

River blushed, "You are the only man on the face of the planet that can make me blush," she laughed as they walked into the kitchen. Macy stood at the counter just finishing up buttering all the toast. She didn't hear them as she had headphones in and she jumped almost dropping the plate of toast as she turned around and saw them standing there.

"Good morning Macy! Did you do all this? Course you did all this since River and I were uhm occupied and you're the only other one here.." he rambled. River placed a hand on the Doctor's mouth. "What the Doctor is trying to say is thank you Macy. This was very sweet of you."

"You're very welcome," she replied smiling, "Yesterday was so crazy, and I figured we could all have a nice breakfast and just relax today." She saw the way the Doctor was looking at River and she knew that look. There was no way they were still just sleeping. Now she was quite happy she had decided to grab the headphones.

"That sounds wonderful actually," replied River as she sat down at the table. "Need any help?" the Doctor asked Macy. He saw everything was already on the table, but thought he should ask anyway.

"No its fine," she replied, putting on her best smile. This was going to be a good day for her even if it killed her. "So River, she asked, "What can you tell me about our Doctor here that you think I need to know, that he wouldn't tell me himself?" As she asked this she could see the blush rising in the Doctor's cheeks.

"Oh ho ho, I like her, Doctor. I like her very much." River sat back in the chair and took a sip of tea. "There are SO many things I could tell you darling, but I don't the Doctor would like me to divulge too many details." River gave her husband a wink causing him to blush a bit deeper. "Has he told you about his companions yet?"

"Well," she replied, "I know their names... that's really about it."

"And I'm sure only the names of his recent ones at that. Doctor, shame on you for not telling your new companion about your previous companions. Macy ought to know what she's got herself into after all." The Doctor played with the eggs that were on his plate.

"I just figured there was a reason he wasn't telling me..." Macy said "I figured I would learn in time." She liked River, even if she was insanely jealous of her.

"Oh well rule number one Macy, the Doctor lies. Be assertive, tell him what you want. Don't let him run all over you." River took another sip of tea. "Doctor...you're awfully quiet...cat got your tongue sweetie?" The Doctor winced slightly. "You just had to say cats didn't you? You know I hate cats..," he mumbled before taking a bite of toast.

"How on earth could you hate cats?" Macy asked in mock astonishment, "They are adorable!"

"I was terrorized and almost killed by one in a nun's Wendell once! Takes all the joy out of it after that!" the Doctor replied. River smirked to herself, "What was that, your 10th regeneration? You think you'd have gotten over that by now love."

"There are some things you never get over," he replied as he took a sip of tea, "You learn from them and know what not to do next time. If another one of those beasts comes at me, I'll be ready."

"You're mad you know that?" Macy shook her head and laughed. "Oh you get used to it," River interjected, "Now go on Doctor, tell her about your recent companions."

The Doctor looked at River for a moment, she knew it was hard for him to talk about them, but she was right. Macy should know. He told her about Rose, the valiant child, the bad wolf... he told her about Martha and her bravery, and how she walked the earth. How Donna had helped him save the world so many times and how wonderful she was. He told her lastly about Amy and Rory...River's parents, the girl who waited and the last centurion. Hey sat there for hours talking about the adventures they had and the wonderful people they all were, how brave they had all been.

"Wow...Doctor I had no idea all of your companions were so...amazing." Macy sat there awestruck, "I'm not amazing at all..." River looked at the girl and sighed, "Macy I know you feel that way, but trust me. You'll find yourself among those names, don't you worry."

"I hope so; I would hate for the next companion to be listening to his amazing stories and then it would come out... I also had Macy, she was alright too I suppose." She laughed a bit as she spoke. She looked from the Doctor to River and realized everyone's plates were empty so she stood up and cleared the table, taking the dishes to the sink.

River quickly got up and took the plates from Macy. "You cooked all of this. The least I could do is clean up." She smiled at the girl before nodding towards the Doctor, "You'll need to be helping too sweetie."

The Doctor smiled and got up and started drying the dishes as River washed them. Macy got another rag and started wiping the counters. Macy liked River better than she had the day before, but every cute little thing they did felt like someone was poking her heart with a stick.

When they had finished cleaning up, River walked up and hugged the Doctor from behind. "So what shall we do today hmmm?" "Oh well I've got a bit of maintenance to do, but then after that I've got absolutely nothing planned!" the Doctor replied. "Macy, is there anything you wanted to do today?" he asked.

"Not really, I'm just along for the ride today," she smiled. Truthfully she saw herself spending quite a bit of time in her room away from the two of them, but she would try to spend as much time as possible with them before she couldn't take it anymore.

"Have you been to the library yet? It's one of my favorite places here," River asked walking towards the girl. "Much more fun than engine work if you ask me." River shot a look at the Doctor and grinned cheekily.

"No but I'd be glad to see it," Macy said smiling. "That's fine, you girls go off and leave the old man to his work," the Doctor said jokingly.

"See you later sweetie," River kissed his cheek quickly before looping her arm through Macy's and leading her towards the library.


	9. The Race

**Chapter 9: The Race**

"You know River," Macy commented as they walked the long corridors of the TARDIS, "I'm sorry if I seemed rude to you yesterday..."

River patted Macy's hand. "It's quite alright dear. I'd have been rude too."

"I guess he's just an easy man to fall for," Macy mumbled as they arrived in the huge library. Macy looked around, bewildered. "I've never seen so many books in one place..."

"Now you know why I love it so much. If not for the books then for the swimming pool." River watched Macy's confused expression and laughed slightly.

Macy looked around for a moment, "Is there really a swimming pool in here? Odd place for a pool..."

"I know it is, but the Doctor likes to read in the pool." River walked over to a shelf and pulled out a book. She walked over and flopped onto a large sofa. "You know, I'm going to a library planet next week on an expedition. Can you imagine? An entire planet full of books from all over the universe!"

Macy froze for a mere second but recovered quickly. "Really? That would be brilliant!" she smiled. "I've always loved reading, it was my escape when I was still at home..." her voice trailed off.

"He mentioned something about you being on your own- I didn't pry of course. Didn't think it was my place. I was on my own very young as well." River flipped through the book in her lap.

Macy smiled at River; yes she was beginning to like her a lot. "I ran away from home to get away from my parents... I swear it was for good reason though. I wasn't just mad at them or something stupid like that. You know they never even called the police!"

"Better than me I suppose...my parents didn't even know who I was until not too long ago." She sadly smiled as she thought of Amy and Rory.

"I'm very sorry," was all Macy could think to say as she turned her attention to the book in her hands, trying to avoid any more awkward conversations. Luckily, River became engrossed in her book as well and they both sat reading for quite a few hours.

oOo

The Doctor walked through the double doors. "You two still in here? Goodness! Although I can't blame you really." He flopped down on the couch next to River and rested his head in her lap.

"Are you tired my love?" she asked as she sat down her book and ran her fingers softly through his hair.

"No," he turned and looked at her, "Just wanted to lay here for a second before going for a swim."

River looked at Macy, "I told you there was a pool somewhere in here." Macy laughed, "Doctor, if you like reading in the pool couldn't you just take your books to wherever the pool is?"

He sat up, "Oh but isn't it so much easier to just bring the pool to the books? What are you reading over there?"

"The book you bought on our first trip," Macy smiled, "I told you I would read it. It's quite nice really, I'm almost done."

"I'm so glad you like it!" he beamed at her, "So am I going to be the only swimming or are you lovely ladies going to join me?"

"I'm up for a swim," River replied, "What about you Darling?" she asked, looking at Macy. She wasn't going to, but then she decided she wasn't going to pass up the opportunity to see the Doctor shirtless and agreed.

"Brilliant! River, would you show Macy to the changing room?" the Doctor asked. Macy and River walked off to go change and the Doctor grabbed some towels before he himself went to go change.

Macy felt awkward as she walked out in her bathing suit, standing next to River. She felt like a bean stalk, compared to River's lovely form. A few moments later the Doctor stepped out and she had to fight to keep from staring.

"Don't you two look lovely! Now, last one in's a rotten Dalek!" With that, the Doctor took off towards the pool and jumped in causing a massive splash.

Almost as soon as they had jumped in, River got out and walked to the diving board. She jumped a few times, building up momentum, then did a very elaborate dive. The Doctor looked at her with amazement and gave a round of applause as she surfaced the water.

"Well thank you sweetie, I've been working on that one for a while," she smiled at him, and eyed him up and down for a moment. "You are simply adorable," she smirked.

The Doctor blushed and waded over to her. "And you like quite fetching in that little black bikini darling." Macy rolled her eyes, this was killing her. She decided to go do laps in the deep end.

She dove under the water, liking how cool it was against her face. She would do a few laps until they stopped being all cute, or until she felt the need to get out of the pool...whichever happened first. In some ways she felt like she was intruding. Like she should go away and just let them have their space. After all this was their last week together...She shook the thought off as she rocketed to the surface for another breath of air.

When Macy reached the surface, she was startled by the Doctor. "Wanna race!?" he asked very childlike, "I love a good race!" River sat on the edge of the pool dangling her feet in the water. "I swear, you are a twelve-year-old sometimes," she laughed.

"Sure, but I warn you, I'm like a fish in the water," Macy replied laughing. She looked the Doctor over once discreetly. Even with River sitting there she wanted so badly to reach over and touch him, pull him to her. But she suppressed the thought. "Ready?"

Ready!" he replied. "On your mark, get set, go!" River officiated. The two swam to the end of the pool, neck and neck all the while. Then on the turn around, Macy took off, rocketing through the water like a torpedo. The Doctor couldn't keep up. "Well I'd say we all know who won that," River said somewhat smugly. The Doctor swam over to the wall and hung on to catch his breath. "What do you have gills and flippers or something!?" he exclaimed.

Macy laughed, smiling widely. "No, I was on the swim team and it was just sort of all I did during my fee time if I wanted to be away from home." She couldn't help but laugh at the surprise on the Doctor's face.

"We need to put you in the Olympics or something!" he continued. "I've done a fair bit of swimming in my time you know. Care for a second race?" River asked Macy raising an eyebrow.

Macy thought for a moment. Swimming was her strong suit, but with her luck River would be a record holder or something. One more reason for the Doctor to love her more... "Sure," she replied smiling, even though really she wanted to duck under the water and never come back up.

River jumped gracefully into the water as the Doctor climbed out. "Oh this should be exciting!" the Doctor said clapping and rubbing his hands together. "Ready dear?" River asked Macy.

Macy took a deep breath and let it out slowly, finding her zone. "Ready," she replied. "Ready, set...go!" The Doctor called, and they both dove smoothly into the water, graceful as swans.

The race was neck and neck the entire time, neither one gaining a lead. Macy liked River, but she wanted to beat her so bad and show the Doctor that she was useful for something. In the last few moments, she mustered enough energy to pull ahead and win the race. The two surfaced, rather out of breath. "Well, well, well River. Appears as though we've found someone who's a better swimmer than you," the Doctor teased.

River smiled, "You are very good Macy," she shot the Doctor a playful "angry look" for his comment. "Thank you," Macy said smiling, happy she wasn't humiliated.

"I'm just teasing dear," the Doctor said. "Oh I know sweetie," River said swimming over to where he sat, "And so am I." With that she grabbed him by the ankles and pulled him into the water.

The Doctor let out a yelp as he hit the water, and Macy and River busted out laughing. "I swear you women are all heartless," the Doctor mumbled as he surfaced.

"Hey! Bit harsh you!" Macy mocked. "Oh I'm sorry darling," River said coyly as she waded closer to the Doctor, "Anyway I can make it up to you?"

Macy knew that was her cue to dive again, so she did a few more laps at top speed, just to make sure she kept her A-game. When she felt she couldn't go anymore or her arms would give out she came back up, hoping their moment of mush had passed.

The Doctor and River had made their way over to the hot tub by the time Macy was done doing laps and were just about to get out. The Doctor handed River a towel and then walked over to Macy, who was climbing out of the pool, and handed her one. River dried herself off then laid out on one of the loungers, the faux-sun glistening on her skin.

Macy sighed inwardly as she looked at River. She understood why the Doctor loved her so much... she was perfect, not just in appearance... but in every way. She was beautiful, and brave, and a bit wild and mysterious...everything any man would kill for. Then she thought about herself and how she looked in comparison... "Thank you Doctor," Macy breathed as she took the towel and wrapped it around herself.

He rubbed her towel covered arms vigorously, trying to warm her up. "You were right; you are like a fish! Or maybe a mermaid...I'd know, I've met some." He gave her a wink and a smile before going to sit on a lounger of his own. The Doctor was trying to make Macy feel more included, but it was really hard when River was laying there all golden and glimmering in a bikini.

"I think I'm just going to go to my room for a bit and warm up, change, and blow dry my hair," Macy said smiling, finally having an excuse to get away and let them have some time where she didn't have to watch them and feel her heart getting ripped out.

"Alright, sounds good!" the Doctor said as he leaned back on the lounger. "Oh Macy, the Doctor's taking us to Saturn's rings for dinner so you might want to swing by the wardrobe and pick out something nice!" River said with a smile. "I am?" the Doctor looked at River, "I mean, yes, I am."

Macy chuckled. "Are you sure you don't want it to just be you two? I wouldn't want to intrude."

River smiled, "Oh you won't be intruding. Besides, there's all night to be just the two of us." The Doctor blushed furiously and didn't make eye contact with either of them. If only River knew that this was going to be one of their last nights.

Macy saw the look on the Doctor's face and she was glad River didn't notice. She fought with herself for a moment, between wanting to give the Doctor time with her, or if he would want her to go along so River wouldn't suspect anything was wrong... because lord knew, any normal person would jump at the chance to go to the rings of Saturn. "Alright," Macy said smiling, trying to hide her concern for the Doctor. "I'll be down in a bit."

"Marvelous!" River exclaimed as she got up grabbing the Doctor's hand. "Come on Sweetie. I may need a bit of help with my dress." "Meet us in the console room when you're done," the Doctor said to Macy, giving her a very thankful look. He owed her one something awful.

Macy took a deep breath as she walked up the stairs. She was trying to be happy, to be strong for the Doctor's sake but it was so hard seeing them like this. She went into her room and straightened her long black hair, sleek and shiny. Then she chose a red satin-ish evening dress with a thigh high slit. She was no River Song, she thought to herself, but she wasn't too bad. She did a smokey eye that made her green eyes pop even more than normal and went to meet The Doctor and River downstairs.


	10. Dancing on Saturn's Rings

**Chapter 10: Dancing on Saturn's Rings**

"You're doing that wrong sweetie," River said as she flipped some switches on the console. "I am not! I think I know how to fly my ship!" he shot back. "Oh you do, but I fly her better," River stated, "Besides, you leave the brakes on!" The Doctor groaned, "How many times have I told you I like the noise!?"

"Umm should I go back up and come back down in a few minutes?" Macy asked, thinking they were actually fighting. Neither the Doctor nor River had noticed she had come down until she spoke.

They both looked at her and laughed. "No, no it's alright. This is just something we do. I tease him about his driving and," River placed a red-polished hand on the Doctor's shoulder, "He tells me how sexy I look in evening wear." The Doctor ran a hand through his hair and cleared his throat. "Macy, you look gorgeous," he managed to squeak out through his so apparent embarrassment.

"Thank you," Macy said smiling. "You both look stunning as well." It was true. River was the epitome of gorgeous and the Doctor, as always, was the most handsome, proper man she had ever seen. After a moment, River landed the TARDIS effortlessly.

"I told you I could do that!" The Doctor lightly chastised River as the three of them walked towards the doors. "Oh save it for later sweetie," River quipped back. The Doctor opened the door and walked out. He turned around and offered his hand to both River and Macy, helping them out of the TARDIS.

They both thanked him. "Wow..." Macy's breath was caught in her throat for a moment. "This is breathtaking," she finally managed to mutter. There were stars all around them, everywhere they looked. The weather was warm and perfect. River smiled, "Yes, this has always been my favorite place that the Doctor has shown me."

"Must be why we're back then," the Doctor muttered. He hated going anywhere twice, but for River he'd go someplace a thousand times over. "Oh shut up Doctor," River said with a smile and a roll of her eyes.

He smiled at her and laced his fingers in hers, "You know I don't mind," he said as he leaned over and kissed her cheek. Even though Macy was horribly jealous, she had to admit, they were made for each other.

The trio found a table and the Doctor slid the chairs out for both Macy and River. When they were all seated, River clasped her hands together, "Shall we order champagne?" The Doctor took River's hand and kissed it. "If you'd like darling," he smiled.

River looked at the Doctor long enough to see a hint of sadness in his eyes, and as soon as she saw it, the emotion was gone. "Are you alright my love?"

"Of course dear. Perfectly perfect. In a gorgeous place with two gorgeous girls. Couldn't be happier," he stated. Macy could tell the Doctor was having a bit of a difficult time so she decided to distract River. "River, how was it exactly that you and the Doctor met?" She knew this thought hearkened back to the library for the Doctor, and that wasn't good, but she wanted to know the story from River's end.

River smiled and thought back for a moment, "I remember it like it was yesterday. I have to say though, the Doctor and I didn't get off to the best start..." "She was trying to kill me," the Doctor chimed in. River laughed, "Yes and I have never been happier to fail at anything." She went on to tell Macy the story of the day they met and how they almost killed Hitler.

Macy sat there completely entranced. "River, your life...I don't even know what to say. It's sad, it's brilliant, it's crazy...it's wonderful." She saw the Doctor's eyes grow sad again so before River could look at him, Macy half exclaimed, "Oh look food's here!"

The Doctor was happy for all of Macy's distractions tonight, he wasn't sure how he was going to repay her, but he would. He looked at River and kept feeling that he wanted to hug her to him and never let go. He could just take her in the TARDIS and whisk her away and keep her there forever, but if he did... there was no telling how the library would turn out... it could unravel part of his timeline as well. He sighed and moved his food around on his plate to make it look like he was eating some. He chimed in when he needed to in conversation, and sounded happy when he spoke... but his heart wasn't in it. He was trying to enjoy the time he had with her, but his hearts kept aching.

Music began to play and River's eyes lit up. "Doctor, do you hear what the band is playing?" The Doctor listened for a moment and smiled to himself. "Oh yes I do...our first dance." River grabbed his hand and looked at Macy, "You don't mind if I tow him out to the dance floor for a bit do you Macy?"

She smiled at them both, "Dance your hearts out," she replied. "Thanks so much," River said smiling as she dragged the Doctor out of his chair and onto the dance floor. She was smiling from ear to ear as she placed her hands on his shoulders and looked into his eyes, "This brings back so many memories."

"So, so many darling," he grinned. They swayed slowly to the music. He smiled and gave her a quick kiss. "You're hiding something from me my love," River stated as she rested her chin on his shoulder.

He couldn't lie to her. "Yes I am, but I promise it's for your own good." he replied, trying to keep his voice from cracking. He tried to memorize this moment; he wanted to freeze it forever, her in his arms.

"Spoilers?" she asked, whispering in his ear. "Spoilers," he replied. The Doctor spun River around and dipped her; his strong arms around her waist. "Must be SOME spoiler if it's making you act like this," River said with a smile before leaning up and kissing him.

"What do you mean? I'm not acting like anything," he insisted as he set her back on her feet and looked into her beautiful eyes. He put his arms around her and held her tight as they twirled around the dance floor.

"Oh I just mean you've been a bit sadder than usual darling. But I suppose you're fine!" River said cheerily as they continued to sway. "Uhmmm Doctor...sweetie..."

"Yes?" he asked as he snapped out of his thoughts.

"The music's stopped," she said with a giggle as they still twirled around.

"Oh sorry," he muttered as he blushed and let her go. "I suppose I was just really enjoying myself." He took her hand and led her back to the table where Macy sat applauding them. "You all are wonderful!" she exclaimed.

"Well we were on 'Strictly Go Dancing 5000' in 2678," River told Macy with a smile as she sat down. "Yeah, but we lost to that Silurian couple," the Doctor added.

Macy marveled at them, "You two are amazing; you make me see life so differently... so much clearer." She yawned and smiled at the Doctor, hoping the dancing had cheered him up some.

"You tired? We can go back to the TARDIS if you like?" the Doctor said in a comforting, concerned voice. "Me? Oh not at all I could go all- oh you meant Macy...sorry," River said quietly.

Macy smiled, "I'm fine. I can go back on my own. You guys take your time and enjoy yourselves." She looked at the Doctor, trying to keep the hurt out of her eyes. She had tried to help him all she could today, but watching them dance together, eyes so full of love was about all she could take.

"You sure?" he asked. "Yeah I'm fine," she replied before getting up, "Goodnight." With that she walked back to the TARDIS. River placed a hand on the Doctor's thigh and squeezed it slightly. "Mmmm, hello sweetie," River hummed.

The Doctor smirked at her and straightened his bowtie, "River, you naughty thing…what has gotten into you tonight? It was the champagne wasn't it?" He winked as he leaned over and kissed her fiercely.

She pulled away momentarily and rubbed her nose against his. "Mmmm...maybe," she muttered before kissing him again. River glanced around at the people and other life-forms, "Uhmm sweetie..."

"Hmmm?" he mumbled as he was too lost in her to notice anything.

"I'm all for public displays of affection darling, but maybe we ought to go back to the TARDIS," River said raising a mischievous eyebrow.

The Doctor grinned, "I think that's probably best," he said as he got up and tried to hide the fact that he was already slightly aroused. He had been thinking about their escapade that morning.

"Hello Sweetie..." River said cheekily, her voice slightly raised, as she eyed his trousers. She stood up quickly and grabbed his hand, spinning him on his heels. "Let's go!"

The Doctor hurried to the TARDIS with River, grinning like a silly, love struck school boy. As soon as they were inside he pushed her against the door and kissed her madly.

River smiled widely and returned his kiss eagerly. She reached her arms up and around his neck, running her fingers through his hair.

oOo

Back in her room, Macy had heard a loud slamming noise. She got up from her bed and opened the door. Sticking her head out, she listened for more noise. She heard a few pounding noises and some muffled voices. "River and the Doctor must be back," she said to herself before shutting the door and going back to her bed, another tear rolling down her cheek.

She was trying so hard to be strong for the Doctor, but inside it was killing her. Every time he held River's hand or kissed her in front of Macy it was like stabbing her. But over the course of the past few days she loved the Doctor, truly loved him... so she would do anything, and be anyone he needed her to be; even if that meant standing on the sidelines.

oOo

Meanwhile, River and the Doctor had made their way toward their room. The Doctor kicked the door shut and River slammed against him, frantically trying to undo his bow tie. The Doctor's hands had already found River's zipper and he was slowly pulling it down.

"Hmmm, I think I was right. This _is _one hell of a spoiler," River breathed as the Doctor kissed and nibbled his way down her neck, "You never get worked up like this." She pulled his face up and kissed him again passionately as she pushed him back onto the bed.

"You've got no idea...," he replied and pulled her on top of him. He pulled River's dress down and kicked it off the bed. She, meanwhile, furiously pushed his jacket off and tore at his shirt until all that remained was his pale, bare chest and his black braces.

The Doctor was lost in her, he couldn't give this up. He wanted to smile, laugh, cry and scream all at the same time. He knew this would be their last moment that ended this way. He ran his fingers through her hair and tugged slightly as he rolled them both over so that he was hovering over her, looking into her eyes. With a shaky voice he whispered, "I love you more than you will ever know River."

River caressed the Doctor's cheek. "Oh sweetie, I love you too. More than life itself." Little did River know how true her words rang. Tomorrow he would take her to the Singing Towers and then that would be it. He wanted to make the most of his last night with her.


	11. The Last Day

**Chapter 11: The Last Day**

**Disclaimer****: Tears ahead! I'm sorry for the feels that you may receive! Lord knows we felt them when writing this! Also, thank you to all of you who have left reviews, favorited, followed, and are just reading the story! Ya'll are awesome! :)**

The next morning, River woke up before the Doctor. She pulled the sheet up around her and smiled as memories of the night before came back to her and she looked at their clothes thrown about. 'The Doctor really was magnificent, in more ways than one,' she thought to herself. She sighed and wondered that had gotten into him as she caressed his cheek. "Good morning my love."

"Mmmmm, good morning dear," he sighed. His eyes opened and he immediately thought to himself, 'That's the last time you'll ever say that to her. Today's the day mate and you've got to be strong.' He smiled at her lovingly before leaning up and kissing her. "Sleep well?"

She nodded and blushed, "I would say so; you wore me out sweetie." She got up, "I'm going to take a shower, after that what are our plans for today?"

He sat up a bit and placed his hands behind his head. "Well, thought we'd go on a picnic, maybe some ice skating, then later we're going to the Singing Towers remember?" He watched her walk into the bathroom, hips swaying.

"That sounds marvelous," he heard her say from inside the shower as she turned on the water. "Once I leave the library would you like to meet up again and go to Mar's 3rd moon? I hear they have wonderful hiking trails and lots of lovely scenery. I figured it's something all of us could enjoy together."

He paused and took in her words. This was going to hurt. "Uh, yeah that sounds great! I think Macy would love that." He found himself getting up and walking towards the bathroom. He needed to be with her all day; even brief moments like this were terrible. Before he knew it, he had opened the shower door and walked in, catching River by surprise as he grabbed her around the waist from behind.

She shivered as his touch was cool compared to the warm water that cascaded over both of them. "Just can't get enough, ay sweetie?" River asked turning around and winking at him, pulling him into a deep kiss.

"River, you have no idea." He ran his hands over her slick body and pinned her against the cool, wet tiles of the shower wall. "You, my dear, are magnificent." He gave her a kiss.

She smiled into the kiss then pulled away, "Well thank you love, but if you don't let me shower and get ready we won't get to do anything today." She laughed light heartedly. "Don't worry my darling, we have all the time in the world for this."

He smiled sadly, "Alright...I'll leave you to it then." He kissed her once more and then stepped out of the shower to dry off and get dressed. He walked down to the kitchen and found Macy there eating some cereal and reading a book. "Morning," he said as he opened the fridge.

"Good morning Doctor," Macy replied smiling brightly at him. She was happy to get a moment with him where River wasn't there. "How are you this morning?" she asked happily.

"So, so I suppose." He grabbed a banana and sat down at the table. "Today's the day you know," he said solemnly as he peeled the yellow fruit.

Macy's expression changed entirely, "I'm so sorry Doctor," she said as fidgeted in her seat. She could see the pain in his eyes and it killed her knowing there was nothing she could do to stop it. It was as if the pain he was going through was ripping out her heart as well.

"Thanks...," he trailed off as he thought to himself. "Macy...I know this is terrible of me to ask, but could you- would you mind if..." he trailed off again lost in thought.

"Doctor... go on... I'll do anything you need me to," she replied.

"Would you mind if River and I went out on our own today?" he asked sheepishly as he played with the discarded banana peel on the table.

"Of course not Doctor," Macy swallowed hard. "I wouldn't mind spending another day reading, or catching up on swimming practice. You go on, I understand. If it makes things easier I can go to my room until you all leave and you could just tell River I wasn't feeling well but insisted you all go without me."

"You're a gem you know that?" he said to Macy. Just then River walked in. "Who's a gem?" she asked to no one in particular. "Macy is," the Doctor replied, smiling at the girl.

"I could have told you that," River replied smiling. "Good morning Macy. How are you this morning? Ready for another full day?" Macy glanced up at the Doctor before replying, "No, actually I'm not feeling very well... think something I ate last night isn't sitting well. You all go on though...I will probably just try to sleep most of the day and get better."

The Doctor mouthed a 'thank you' to Macy. River walked over and gave her a little side hug. "You sure? We'll miss you something dreadful," she asked with a smile. She had grown fond of Macy. And even though they'd only just met a few days before, she felt a motherly sort of love for the young girl.

"I'm sure, I don't think I would be much fun to be around today if I'm feeling bad Intend to get really grumpy. I'll see you around though River," Macy said as she got up and returned River's hug. "You too Doctor," Macy added as she squeezed his shoulder before walking out of the kitchen. As she was walking back to her room, her eyes filled with tears... as jealous of River as she was she had grown to love her too.

River smiled at the Doctor, "Oh I like her a lot darling," she crossed her arms over her chest. "Me too, now come 'ere," he said as he grabbed her hand and pulled her onto his lap before giving her a kiss.

"You are being so lovey; please tell me what's wrong darling..." she pleaded, "You are never like this." River looked into his eyes and saw more pain than she ever had before and it tore her heart in two.

"I can't do that dear, spoilers," he replied and kissed her again, "You'll find out soon though, please don't worry..."

She couldn't help but worry, but she covered it with a smile. "Well than, shall we get ready for this picnic? I'll pack the food if you start prepping the TARDIS." She hated seeing him this way, but she knew it was best just to let his moods run their course sometimes.

"Sounds fantastic," he said before kissing her cheek and nudging her off him. "I know the perfect place," he winked at her and headed towards the controls.

River sighed as he walked out... she knew whatever was coming was big.

oOo

He flipped switches and turned knobs until they were off, moments later landing. He sat and waited for River to arrive.

River walked out to the console with a big picnic basket and a blanket. "Sorry that took a moment love. Where have you brought us?"

"The Nanoon Sunbelt. fall leaves, glittering sky, you...perfect storm," he said with a smile.

River smiled and took his hand as they walked out the doors, "You know, all the places I see with you... You still never cease to amaze me every time you take me somewhere I've never been. Truthfully, I'm not sure if it's the places I'm amazed at or the fact that I have fallen in love with you all over again every time I see you," she said as she looked at him and then looked around the beautiful landscape and picked a spot to lay out their blanket.

The Doctor blushed lightly. "Oh shut up," he said playfully, kissing her cheek. He took the blanket from her and laid it underneath a tree with glittering golden leaves. "Perfect," he said admiring his work.

She sat down and patted the spot next to her as she started unpacking their basket. "I'm a bit sad Macy couldn't come with us, but it's nice to just have some time with you," she smiled as he flopped down next to her.

"Yeah, pity her being ill and all," he mumbled, "I agree with you though. I love having you all to myself dear."

They ate and talked and shared their memories for hours, of places they had been and things they had done. Of their adventures together, of romance shared in candle light, and for just a while the Doctor forgot about the events that were to come and he was truly happy. River was the only person in the universe that made him feel whole.

The Doctor looked at his watch, "Hmmm, we might have to skip ice skating...," he partly said to himself before looking at River. "Hope you didn't have your heart to set on that?" he bit his lip.

"No love, that's fine. I'm happy anywhere as long as I'm with you," she leaned up and kissed him sweetly.

"Good," he smiled and kissed her back quickly before he began to clean up their picnic. When he finished packing everything up, he grabbed her hand and squeezed it tightly. "Singing Towers?" he asked her.

"Of course love, I'm very excited for this actually!" River beamed. Her smile was radiant as she looked into his eyes and squeezed his hand back.

"Brilliant," he smiled. They walked back to the TARDIS, their hands swinging between them. When they got back, the Doctor set the controls for Delirium and they were off, landing moments later. "I'll be right back. I've got to get something from the workshop."

"Alright love," River said curiously as she went ahead and opened the door and waited for him in the doorway.

The Doctor ran to the workshop and went to the secret spot where he'd hidden the screwdriver he'd been working on for River after the second time he'd met her. He knew she'd had it when she was in the library, so now was the time to give her the tool; of which inside held the memory chip that would save her forever in the library computer. He stuck the screwdriver in his pocket before running back to meet River.

River smiled as he ran back up to her, "You ready my love? This place looks simply breathtaking." She took his hand and laced her fingers through his for, what she didn't know was, their last adventure.

"Yeah...as I'll ever be," he smiled at her and they walked out the door. "Oh this is beautiful, not as much as you of course, but beautiful none the less," he beamed. They walked and found a cozy nook to sit and wait for the towers to start.

The Doctor put his arm around River as he sat down and held her tight. He had to fight not to cry... but as the towers started and the voices of what seemed like a thousand choirs rang out, he could hold his tears in no longer. He knew this would be the last time he ever saw River.

"Sweetie, you're crying..." River looked at him. His eyes were full of the same sadness she'd seen the day Amy and Rory had left. She felt her heart break as the man she loved, the strongest man she'd ever- will ever know, broke down. "What ever's the matter my love?" She wiped a tear from his cheek with her thumb.

The Doctor tried not to start shaking as he spoke, "I still can't tell you River, but please take this..." He took the sonic out of his pocket and handed it to her, "I promise you will know what to do when the time is right." With shaking hands and tears rolling down his face, the Doctor cradled River's face and kissed her more passionately, more lovingly than he ever had before... and as their kiss lingered he felt himself shattering into a million pieces.

River didn't fully understand what was happening, but she had an inkling. He would have never given her a screwdriver of her very own unless something bad was going to happen, and not just something bad... something terrible. She felt tears roll down her cheeks as she embraced the Doctor- her Doctor. She'd never felt so happy and yet so sad in all her life.

"River, I want you to remember, I love you with every fiber of my being..." he said as he pulled her as close to him as possible. He didn't know what else to say so he just held her until long after the towers had stopped singing and dawn was beginning to break.

She listened to his hearts beating and felt herself crying again. She had the feeling she wouldn't be seeing him for a while, otherwise he wouldn't be so emotional. That would explain for the overabundance of romance over the past few days. River decided, however, for the Doctor's sake, not to think about it. He had said she'd know what to do when the time came and she trusted him to the end of the universe and back.

Finally the Doctor cleared his throat as he tried to dry his eyes with his sleeve, "I suppose I should be getting you back to the Academy so you can get ready for you exhibition." He stood and helped River up as well and walked back to the TARDIS with her hand in hand...his pulse racing every step of the way.

"You take care of them- Macy and the TARDIS. Stop leaving the parking brake on you daft man," River choked out a broken laugh, "And you treat Macy well. Go show her the stars alright?" They had reached the TARDIS. They walked inside and together they flew the ship back to the Academy, one last hurrah. She collected her things and met the Doctor back at the door in the control room. "Well, I've got all my stuff...," she trailed off.

The Doctor was at a loss for words; he just pulled her to him and kissed her, for what he knew would be the last time. "I love you River," he whispered as he opened the door for her.

"Oh I love you too sweetie," she said hugging him close. The Doctor tried to memorize everything he could about River; the color of her hair, the way her eyes sparkled, the smoothness of her skin, the cherry and honeysuckle smell she had no matter the time of day. After a good ten minutes of them standing there holding each other, River pulled away. "I'll be seeing you Doctor," tears brimmed her eyes, "Remember, you promised hiking on Mar's 3rd moon." She gave him a wink and another kiss. "I love you sweetie," she said for the last time before forcing herself to walk away.

The Doctor watched sadly as River walked into the Academy. Once she'd gone inside, he shut the door and slumped to the ground. He sat and sobbed; he had never felt this low... Yes, he had felt pain, he had lost his people, he lost companions... but none of that could compare to the pain he felt now... knowing that he had just watched his soul mate walk away for the last time and there was nothing he could do...

oOo

Macy had been in the library, she'd been up for hours unable to sleep. She heard noises coming from down the hall. Her first instinct was that it was River and the Doctor, but she listened again and the noises she heard weren't like the ones she'd been hearing over the past few days. She had a terrible feeling she knew what that meant. Macy crept out of the library and down the hall to peer into the console room. What she saw broke her heart. "Oh Doctor," she whispered to herself as tears filled her eyes as she watched the man she admired so much sob uncontrollably. She slowly walked over and sat next to him.

She knew there was nothing she could say to take away his pain, so she just pulled him to her and let him rest his head on her shoulder as he cried. She ran her fingers through his hair lightly over and over as a calming gesture. "I'm here Doctor," she whispered, "I'm here."

He cried, sobs racking his body in great waves. They sat like that for what felt like hours, long enough at least for the Doctor to calm down some and sit in a numbing pain. "You know...we should really get out of here Doctor," Macy whispered. "I know..," he said quietly; it was the first thing he'd said since River left.

He slowly got up, his knees shaking, and set the TARDIS to drift in the vortex. He took a long, deep breath and let it out slowly. Macy watched him in silence, her heart breaking at the pain she could tell he was in. "Doctor is there anything I can do to make anything easier for you?"

He looked at her, eyes full of pain. "Just be brilliant Macy. Continue to be absolutely, amazingly fantastic," he said very seriously. He started walking up the stairs, but turned to face her, "Thank you...thank you so much," he said quietly, "Sorry to keep you cooped up, but I may need a few days..."

Macy smiled at him, hiding the pain she was now feeling as well, "Take all the time you need Doctor, we have all of time and space before us. I think we can take a few days."

He smiled a sad smile at her and walked up the stairs to his room- their room. A fresh round of sobs began to overtake his body. He lay down on the bed and covered himself in the blankets; they still smelled like River.

oOo

Macy went into the kitchen and made a warm cup of tea. A few minutes later she knocked softly on the Doctor's door, hoping he wasn't already asleep.

He heard Macy knocking, but couldn't muster the strength to get up. He grabbed his sonic and pointed it at the door, unlocking it. He hoped she'd heard the click of the lock, otherwise she'd be standing out there for quite a while.

Macy heard the lock turn so she opened the door, and the sight before her brought tears to her eyes. The Doctor, the man who was always so strong, laid there with tears staining his face. He looked so small, so weak... so vulnerable. She walked over to the bed and sat on the edge as he lay there trembling, crying. "I brought you a cup of tea... I know it won't make everything all better or anything... but it might help with your nerves."

He turned his head slightly and nodded at her. Macy had been so sweet and helpful in attempting to console him. He owed her so much. The Doctor was an absolute mess; he was still fully clothed, shoes and all, bow tie crumpled to pieces. He stared off into space, completely devoid of everything.

As if Macy was reading his mind, she walked down to the end of the bed and pulled off his shoes. "There now, that has to feel a bit more comfortable at least. She sat next to him and pulled him into her arms, holding him and rubbing his shoulder. "I know this won't be easy Doctor, and I swear that I am in no way looking to replace River... I know I never could. I would be fine if you never even looked at me with admiration. Just know you can lean on me as long as you need to. I swear I will be here."

The Doctor nodded again at this girl, this wonderful amazing, brilliant girl who he didn't deserve after everything he'd put her through. He nuzzled his head against her lap as the overwhelming tiredness finally weighed on his body. His eyes dropped heavily and fell asleep.


	12. Distractions

**Chapter 12: Distractions**

**Note****: This is essentially just drabble of the Doctor distracting himself. Important stuff at the end for the next chapter though, plus insights into Macy's past! Hope you enjoy!**

The Doctor's sudden movement startled Macy and she jumped, coming out of her sleep as well. "Doctor are you alright?" she asked touching his shoulder. She could feel him shaking.

"Dream...bad dream...," he trailed off. He needed to clear his mind; he needed to pull himself together. River would hate seeing him this way- call him a sentimental idiot. As if a giant wave of energy hit him, the Doctor climbed out of the bed. "I'm gonna take a shower. Are you hungry? I'm hungry? Where should we go today? Oh we could go to 1970's Los Angeles. Go to the cinema. I love the cinema don't you?" He was talking 100 miles per hour.

Macy looked at him for a moment surprised. Then she realized what he was doing, "That's the man River loves," she said smiling. "She would want you to be happy. I love the cinema as well. We can grab something to eat and then head straight there if you like, once you're freshened up." She tried to smile, but she knew no matter what he did, this would still be a rough day for both of them.

"Brilliant!" he ran over to her and kissed the top of her head quickly before going to take a shower. Once he was freshened up, new bow tie in place, he met Macy in the kitchen.

By the time the Doctor got there she had just finished making them both some french toast. "I got tired of eggs," she said as she placed their plates on the table and the Doctor raised an eyebrow at her. "I thought it might be nice to switch it up a bit."

"Fantastic. Thanks so much." He grabbed a fork and dug in. He hadn't eaten since the picnic with River and was too wrapped up in his grief to worry about food. He didn't realize just how hungry he was.

Macy was glad to see the Doctor eating because she knew getting him to step back and take care of himself would be the hardest part. She knew he would put all his energy into her, as she was his only distraction, and he would forget about himself. She just sat and looked at him a moment as many different waves of emotion crashed over her; he really was the strongest man she had ever met. He had endured so much, yet he could still rise to meet another morning.

When he had had his fill, he got up and cleared the dishes. "Alright, Los Angeles here we come! Come on Macy!" The pair went to the console room and moments later they were in L.A., full of rock roll and funky fresh. "Marvelous," he said as he walked out of the TARDIS.

"This is amazing!" Macy laughed. Inwardly though she knew this was just a way for him to forget his sadness…to distract himself.

"So shall we find ourselves a premiere to crash?" he said raising an eyebrow and grabbing her hand. He was going to need a lot of hand holding today and he hoped Macy wouldn't mind.

Macy swallowed hard as she looked into his eyes and forced herself to smile, "Of course Doctor," she squeezed his hand tightly and then laced her fingers through his.

He smiled back at her and they began walking down the sidewalk. They strolled for a while until they stumbled upon the Chinese Theatre. "Oh! The premiere of _Catch 22_! Great film, better book."

"Aren't the books always better," she said as more of a statement than a question. As they walked in and sat down, she leaned her head on his shoulder and yawned. She was so tired, as she didn't sleep well the night before since she couldn't get comfortable. She had to keep his mind from wandering.

Just as they had sat down, an usher came up to them. "Excuse me sir, might I ask to see your tickets?" the usher asked somewhat suspiciously. The Doctor pulled out his psychic paper and flashed it at the usher. "Oh, I'm so sorry to bother you sir. Please enjoy the show. Sorry again!" The flustered man went about his business and the Doctor smirked as he put the paper back in his pocket.

"What was that?" Macy asked looking at him through heavy eyelids. "What does it say?"

"Psychic paper. It tells people whatever I want them to see," the Doctor replied as he pulled the small booklet from his jacket pocket and handed it to Macy, "Here, take a look."

She looked at it for a moment, "But Doctor, its blank... I don't see anything." She thought hard for a moment... "Does the TARDIS do that too? She lets me understand other languages... so does she also let me see though tricks of the mind?"

"Good, you're learning. If you concentrate hard enough though, you should be able to see that to that usher, I'm a famous director and you're the lovely star actress of my new film." He gave her a smile.

She smiled widely at him, perking up a bit. As the film started though, and they sat in silence she felt herself continuously nodding off as she leaned her head back on his shoulder.

The Doctor leaned over and whispered in his companion's ear, "Go to sleep Macy...I know you're tired." He glanced at her for a moment, "Don't worry, I'll be fine."

She smiled and nodded. He had the movie to keep him occupied for a while so she knew that he would be distracted at least for a bit. She leaned on him and nuzzled her face into his neck. "Thank you Doctor," she whispered as she drifted off.

Half way through the movie, a woman with curls just like River's appeared on the screen. It was as if someone had fired a laser straight through his hearts. He had told Macy right before she went to sleep that he would squeeze her hand if he needed her at all. He wanted to scream and storm out, but he sat there and gritted his teeth, jaw tense. He had to, for Macy's sake that is. The Doctor knew she was exhausted and couldn't bear to wake her.

She shifted slightly in her sleep and snuggled closer to him, putting her arm around him and hugging him. It was as if she knew he needed comforting even in her sleep.

As the Doctor felt Macy's arm around him, his demeanor calmed and he took a few deep breaths. Oh she was good- no not just good, brilliant. The credits began to role and he nudged the sleeping girl lightly. "Hey sleepy, film's over."

Her eyes fluttered open and she blushed seeing how close she was to him. "Sorry Doctor… I certainly didn't mean to miss the whole thing. I feel much more rested now," she smiled.

"Oh it's fine," he said before kissing the top of her head affectionately, "I'm pretty sure there's a copy stored in the film database back on the TARDIS." He gave her a smile, "So, what next hmmm?" He rubbed his hands together.

She thought for a moment... it was still too early for lunch and she was sort of getting tired of sitting around after being cooped up in the TARDIS all day yesterday. "We could visit another planet... or we could go find a park and go walking... or we could go to the beach," she smiled. "I think some sun would do you good Doctor, it helps release endorphins that help make you happy."

"I think you just want to go to the beach and look at boys," he teased as they walked out of the theatre. "Alright, we can go to the beach; catch some rays," he pulled out a pair of sunglasses and put them on coolly.

She laughed, "oh yes Doctor, that's exactly why I wanna go to the beach...," she replied rolling her eyes. They walked back to the TARDIS and changed since the theater was only a block or so from the beach. As she put on her new green bathing suit that matched her eyes, she noticed that since she had been traveling with the Doctor she had gotten some more meat on her bones, giving her the beginnings of some lovely curves. 'Not bad' she thought to herself as she walked down the stairs.

The Doctor stood in the console room with a small bag of beach stuff; bigger on the inside of course. He leaned against the wall in his vintage swim trunks and sunglasses. When Macy walked down the stairs, he couldn't help but smile. "Well don't you look groovy."

She giggled at him. "I suppose the lingo will take a bit to get used to. You ready?" She asked as she held out her hand and smiled widely at the Doctor. He may not be ok for a while, but she made a promise to herself that she would do everything in her power to keep a smile on his face.

He grinned, "Yeah, foxy lady. Oh this lingo is fun!" He grabbed her hand and they started their walk to the beach. 'She's doing a good job with me,' he thought to himself, 'Good on her.'

oOo

They spent most of their day just tanning and talking, enjoying being out and in each other's company. They didn't even realize how late it was getting until the sun started setting. "Wanna take a walk along the waves with me Doctor?" Macy asked, really hoping he would say yes. She knew he would take time to get over River's death... but that didn't stop her feeling for him from being almost too much to bear at times.

"I'd love too," he beamed and got up from his towel. He brushed himself off and then helped Macy up. He didn't let go of her hand as they started on their walk; he couldn't. He was determined not to break down again and to do that, he needed a hand to hold. As they walked, the Doctor found a gorgeous pink shell. He washed it in the water and turned it over a few times in his hand before giving it to Macy. "For you my dear. Thank you so much for everything. I really mean it. You've been an absolute gem."

She smiled and as she did a bit of her felt hollow inside... She loved him so much. However, she knew she was just there as a distraction. Even before she had ever met River, she was a distraction because he hadn't seen River in a year. She realized even then he was trying to distract himself from all the what ifs going through his mind, so he grabbed on to the first pretty face he saw... or at least that was how she felt... and it was breaking her heart. "Thank you Doctor. You're quite a gem yourself," she replied as she squeezed his hand.

"Me?" he chuckled lightly, "I'm just a mad man with a box. But thank you all the same." He pulled her into a hug, and not just a normal hug, but a good, thoughtful lingering hug.

Macy sighed as she leaned against his bare chest and listened to his twin hearts and the sound of the ocean in the background. She wasn't sure with her mix of emotions whether she was on top of the world, or if she was beginning to break and hit rock bottom. A single tear trailed down her cheek. "I know this has been a hard day for you Doctor, I'm very sorry."

"Thank you," he said before looking at her, having felt the tear on his skin, "Seems you have too and I'm very sorry for that." He could only imagine what Macy must be feeling. Her whole world got flipped upside in a little over a week. So much had happened that he hadn't expected and he felt terrible for dragging Macy through it. He was grateful she was there however. Who knows what he would have done if he'd been on his own; worse than full oncoming storm assumable.

"That's alright Doctor. I promised you the first night River was in the TARDIS with us that I would do anything you needed me to, and I truly meant that," she looked up at him and gave him the most sincere smile she could muster.

"I know you did...still feel bad about it though. I've put you through so much and you've barely even been along yet." He let her out of the embrace, but held both her hands in his, swinging them slightly from side to side.

"It's ok Doctor, I don't care where I am, or what I'm doing. As long as I'm with you, I'm happy." She squeezed his hands and then let go of one as they continued their walk hand in hand down the beach.

oOo

They had walked far enough down the beach that they had reached the Santa Monica Pier. "Want to go up and play some games or ride some rides?" he asked with wide, hopeful eyes.

Seeing the hope in his eyes reminded her of a small child, she smiled widely at him. "Of course," she replied happily, trying to forget her sadness, at least for a while.

"Yay!" he exclaimed before tugging her up the stairs. He looked around at all the neon lights with all the wonder in the world and for the slightest moment was actually happy. "Ooo!" he said pointing at a game, "I love ski ball! Let's play!"

She smiled and was happy to see a bit of light back in his eyes. After he won a few rounds of that she looked longingly up at the ferris wheel. "Doctor could we rise the ferris wheel please please please," she begged.

"Oh yes! We most definitely can! Let's go!" They walked over to the brightly covered ferris wheel and got on. Macy and the Doctor slid onto the seat and waited for the operator to start the ride.

"I love ferris wheels," Macy beamed. "It's one of the only good memories I have from my childhood, when my older brother took me to the fair once before he left." Suddenly, that same dark sadness washed over her face, but she quickly shook it off. Today wasn't about her, and she was tired of hating herself and her family for her past.

He saw her shiver as the breeze picked up. He wrapped his arm around her and rubbed her arm. The guard gate closed and the ride began. As they climbed upward she asked, "I didn't know you had an older brother."

"Yeah... I don't talk about him much..." she replied her voice trailing off. She never should have brought it up. She hated thinking about Brian. He had been her one escape... until he turned out to be just like their father.

He knew that stare of into space, trail off your voice attitude. He knew she didn't want to talk about it and he wasn't going to be the one to pry. They climbed higher into the sky and finally came to a stop at the top. "What a view huh?"

"This is beautiful Doctor," she breathed as they looked out over the water with the sun setting. She reached over and squeezed the Doctor's hand. No matter what she was feeling inside, there was no place she would rather be than right here with him.

"It really is isn't it? Absolutely beautiful," he sighed, "Been a good day, yeah?" They slowly made their decent back down from the top.

"Very good," she smiled. "Are you getting hungry again yet? We haven't eaten in a bit."

"Yeah, let's go get some food." Once they reached the bottom they walked over to the food stalls. "Hmmm what sounds good?" he asked, his hands on his hips as they looked at the menu board.

"Ohhhh what about pizza?" she asked, her eyes lighting up. She blushed right about then realizing that she was just as much a child inside at times as he was.

"Yes pizza sounds great! We can get ice cream afterwards right?" he said as if asking permission.

"Why are you asking me? I'm not your mum," she laughed. "I think it sounds wonderful though." She loved how at times he was filled with childlike wonder.

"Fantastic!" When they got to the register, the Doctor ordered two pizzas and two colas. Once they received their food, they sat down at a bench. "Oh I love fair food, don't you? I mean this isn't really fair food, but it's close enough!"

"Yes, my favorite always used to be funnel cakes," she replied. She was happy to see that he seemed genuinely happy. "So did you have any other plans for tonight, or are we just going to relax in the TARDIS?"

"Well I hear there's fireworks tonight. I was thinking we could stay and watch those and then head back. It's been a pretty full day," he said in between mouthfuls of pizza. He was still trying to catch up on the meals he'd missed.

"That sounds great, I love fireworks," she smiled. "Slow down a bit though silly man, you'll make yourself sick if you keep eating so fast."

"Fiiiiine," he groaned as he stopped and fully chewed for a moment, "Better?"

"Much," she replied smiling as the stars started showing up like pin pricks in the night sky

Once they finished their dinner, they got ice cream cones and walked back down to the beach. They found a spot on some rocks and waited for the fireworks to start. The Doctor took a big lick of chocolate ice cream and had quite a bit, unknowing on his upper lip. "This is really good ice cream. Not as good as the dead star crystallized ice cream in the Milky Way, but still very good," he said with a smile.

Macy looked up and laughed "Uhmmm Doctor, I think you are wearing more of your ice cream than you are eating," she laughed as she took a lick of her own.

"What are talking about? Have I got some on my face?" He wiped at his chin furiously and looked at his hand. "There's nothing there..."

This made her laugh even harder, "No Doctor," she said between her laughter, "It's on your upper lip." She smiled at him, her green eyes sparkling.

He blushed slightly and wiped his face. "Shut up...thanks," he mumbled as the fireworks began. "Oh it's brilliant! You know, I was at the first fireworks show in China and let me tell you, they've come a ways since that fiery fiasco!"

"Oh my lord!" she exclaimed. "Wasn't that scary? The worst time I ever had with fireworks was when my ex-boyfriend knocked over a mortar as he was lighting it and had everyone ducking and diving as it flew around the yard."

"Sounds terrifying!" he chuckled as he watched her recount the story. He liked hearing about her past, especially since she didn't really talk about it all too often from what he could tell. "Tell me more?"

"Hmmm I'm not sure there is much to tell. I have a few shining moments, but everything I have done with you has been the best part of my life so far. I suppose I could tell you about the time that I went fishing with my dad when I was a very small girl and our little boat tipped over."

He propped his head up on his elbows and looked at her in a very fascinated manner. "Oh I can't wait," he said rather enthused.

"Well we were all out camping and I was maybe 4 or 5 and my dad finally agreed to take me out on the lake to go fishing... although I don't know why he thought a five year old could stay still on a tiny boat. The first time I caught a fish, I got excited and started jumping up and down which turned the boat completely upside down. My dad was so angry. My mom and brother thought it was hilarious as they watched from shore though," she recalled laughing.

"That sounds so wonderful...so happy. My childhood wasn't happy...very lonely...," he sighed to himself.

"Well it wasn't long after that, when things started going bad and it was never happy like that anymore... but up until then it was pretty nice I suppose. Why were you lonely Doctor?" she asked.

"I wasn't like the other Time Lord children. They all teased and made fun of me. Needless to say I was almost always on my own...guess it prepared me a bit," he laughed slightly as he recounted a small detail from his childhood.

"I have started to see that different isn't always a bad thing Doctor," she said smiling as she finished her ice cream and looked up at the breathtaking fireworks. "Sometimes different can be what captures your heart and makes you the happiest."

He lay back on the rocks with his hands behind his head. "That was very wise you know. You could be a philosopher," he smiled at her even though she wasn't watching.

She chuckled, "Truthfully, I always sort or wanted to be a social worker, so I could save children from situations like what I was in...," her voice trailed off as she looked over at the Doctor, "I'm not sure what I want any more though."

"You can have whatever you like love," he said smiling. Macy's eyes burned green as fireworks reflected in them and that just made him smile even wider. 'River would have loved this,' he thought, 'You'll get through it mate, you always do...'

Macy saw the look that crossed over the Doctor's face as he smiled at her and she found herself wondering what he was thinking as she pulled her knees up and rested her chin on them and she looked up at the sky. "Thank you for today Doctor."

"You're very welcome and thank you too. You were great company to have along." The fireworks ended and the people began to disperse from the beach. "Ahhh so quiet and peaceful...just the waves."

"It is much nicer. I have always despised big crowds and such... too many people to keep your eyes on." For a second the Doctor could see that scared little girl again that she had been growing up. The little girl who was afraid to trust anyone or let people in. He knew even now, there were still things she was even too afraid to tell him. But then she turned and smiled at him again and that scared little girl seemed to disappear once more.

"Hey, come here," he said to her. Macy lay down next to him and rested her head under his arm. "The sky's clear enough to look at stars." They lay there for what seemed like hours, him pointing out stars and telling stories, her listening intently. When the Doctor finally ran out of stories to tell, he looked over and saw Macy sleeping peacefully. 'Oh I shouldn't wake her...but we should get back to the TARDIS...' He carefully scooped her up in his arms and trucked the long way back to the TARDIS. He set her down softly on the pilot seat bench then went back to the beach to get their stuff that was still there.

As the Doctor came back in, his arms full of sandy beach items, Macy sat up with a scream and she was shaking, trembling, as tears poured down her face.

He dropped everything and immediately ran over to her. "Macy? Macy it's alright. I'm here, it's ok. It's ok," he said as he held her in his arms and smoothed her hair.

She sniffled and looked around for a moment taking in her surroundings, realizing where she was, "I'm sorry," she sobbed.

"Shhh, no, no it's fine. You don't need to be sorry," he soothed, "Are you alright? You scared me something awful."

"I didn't mean to scare you," she sniffed, "I'm fine. Just a nightmare, I'm perfectly fine," she said as she hugged him tightly.

He sat down next to her and pulled her against him. "Do you want to talk about it? I mean I understand if you don't, but it must have been a pretty terrible nightmare to make you scream like that."

She swallowed hard as she wiped her tears away. "I was back home... my dad was coming after me... he was chasing me around and caught me by grabbing my hair and dragging me to the ground... he was mad because I ran away... That's the point I woke up at... It felt so real Doctor... I saw the rage in his eyes. I thought he was going to try to kill me this time." Her voice cracked as she spoke and tears started streaming down her face again.

He felt so bad for the girl he'd come to care a great deal about in such a short period of time. He pulled her into his lap and wrapped his arms completely around her. "It's alright...no one, and I mean no one, is going to hurt you as long as I'm here you got it?" He rocked her back and forth like a mother would a crying child.

She nodded as she tried to dry her eyes again, she felt so stupid. "Look at me, I'm supposed to be being strong for you, and I'm the one that should be comforting you... and here I am crying like a baby." She was very unhappy with herself right this second.

"We all need a shoulder to cry on once in a while Macy. Besides, you've done a fantastic job, really you have. Barely thought about it today," he said with a smile. That wasn't true; he'd thought about it every second and felt it with every fiber of his being, but he wasn't going to tell Macy that. His mind was an endless cemetery and it was the last thing she needed insight into.

She looked at the Doctor warily, "Don't lie to me Doctor, I thought I let you know before that I really don't enjoy it." She touched the side of his face softly. "There is no way you can lose someone like that and not think about it, I knew I couldn't distract you completely, but I'm here to try none the less."

"Never said I was over it Macy...I never get over losses...I carry 'em with me constantly on my sleeves cause that's where I wear my hearts. They'll always be a piece of me, but me wallowing in self-pity and grief...it's not what they'd-," he cleared his throat, "It's not what she'd want. So I move on the best I can with my life. Don't think for a second though that they're ever gone."

She hugged the Doctor tight, knowing he needed it just as much as she did. "I'm so sorry Doctor," she whispered as she reached up and played with the back of his hair, trying to soothe him. "I say we should both go clean up and get all this sand off and get ready for bed. It's been a long day."

"That's a good idea. I've got to do something first though." He got up and started pushing buttons on the console.

"What's wrong Doctor? What are you doing?" she asked looking at him a bit worried.

"I'm archiving my room...I can't stay in their anymore...," he said as he continued his work.

She gave him a small weak smile to say she understood. Truthfully she didn't blame him. She wouldn't have been able to either. As he hit the last button Macy came up and hugged him tight one last time before going up for her shower, and planted a soft, reassuring kiss on his cheek.

The Doctor cleaned up the sandy beach things before placing the TARDIS safely in the vortex. He walked up to his new room and sighed. It was different, put not drastically, from his previous one. The TARDIS had moved all his belongings to this new room and placed them on shelves- even had a few mementos of River's on there. She knew her Time Lord so well. He took a shower and crawled into bed, very easily falling asleep.

Macy, however, did not have such an easy time sleeping. She kept tossing and turning being plagued by nightmares the whole night. She wasn't sure why, but all the emotions she had stirred up today had awoken old demons within her that she had thought were long dead.


	13. Nightmares

**Chapter 13: Nightmares**

The next morning, the Doctor walked into the console room to find Macy sitting in the harness under the glass floor. He walked down to her; she looked a mess. "You alright? You're never up before me...," he trailed off.

She looked up and smiled at him pitifully. "I'm fine," she replied, "Just a rough night... didn't sleep well. Kept having nightmares." The truth was that she had been up half the morning bawling her eyes out and longing to go running to the Doctor's room and hug him tight, hoping he could make the dreams stop, but she wasn't about to tell him that.

He cocked his head to the side and looked at her. "You seem to be having a lot of bad dreams lately Macy...," he trailed off thinking to himself. He could go into her mind and erase bits of her memory to get rid of the nightmares. 'No...you shouldn't do that...I'm sure she wouldn't want that...although the dreams have been making her terribly upset...but you haven't done something like that since your last regeneration...'

"It's nothing unusual Doctor. I go through bouts like this where for a few weeks I will have nightmares...They always go away eventually. For a while anyway. Then they come back, strong as ever." She smiled at him hollowly, thinking of the images that plagued her mind. "Please, don't worry about me," she all but begged, "There are so many other more important things."

"You're very important," he said firmly, "If nightmares are plaguing your dreams, then we've got to fix that, understood?" He thought it over for a second before he began to speak, "I could...I could get rid of them...the nightmares that is..."

"How?" Macy asked looking confused.

He took a deep breath before he explained. "Time Lord's have this ability...we can enter into people's minds if we so chose. Sort of like telecommunicating...it's how we bond with the TARDIS." He paused for a moment. "Remember what I told you about Donna?"

She nodded and understood. "To do that you would have to see my memories wouldn't you?" She asked. She longed so much to have them gone...

"Not if you don't want me to...you can shut anything you don't want me to see behind a door," he reassured her.

She thought about it for a moment. "If you could see them... the things that haunt me...would you know me better? I mean would you understand me? You have told me so much about yourself and your life... but I never speak about myself." She took a deep breath, "Go on Doctor, please get rid of these nightmares."

"Are you sure...once these memories are gone there's no getting them back," his tone was very serious.

Tears welled in her eyes. "Yes," she replied shakily, "I'm tired of hating myself Doctor... I know it wasn't my fault... but I can't help but hate myself for the things he did...I'm tired of being a scared little girl."

"Alright, I'm gonna make the nightmares go away. Make the pain go away." He placed two fingers on each side of her temple. "This won't hurt, I promise. Just relax and anything you don't want me to see, put behind a blue door, and anything you want me to get rid of put behind a red door." He closed his eyes and concentrated as his conscious began to enter hers.

Macy was terrified, she could feel his presence in her mind... but then she started to relax. She trusted the Doctor more than anyone in the universe and this was the one chance she had to share her inner most secrets with someone so she decided not to hide anything. For the first time in her life she was going to be completely open and honest with someone... she just hoped he wouldn't hate her when he was done, the way she hated herself. She showed him the memories that haunted her... the many forms of abuse from her father... the things he did. Her brothers rage. The intense hate she felt for all of them... especially her mother for knowing but never doing anything to stop it. She showed him everything. She invited him into her mind with open arms, hoping that when he was done. He would still love her for the person she was fighting so hard to become.

"You doing alright?" he asked calmly as he cleaned her terribly damaged mind. He appreciated her openness; a lot of people wouldn't do that

"A bit nervous is all," she replied, "It's a bit odd to be able to feel someone else in my head but I think I'm ok." Her hands trembled a bit as she spoke.

"Good...you're doing great." He winced slightly. "I haven't done this in a while, my guard's not at its best..." He felt pressure on his own conscious. Macy was unknowingly extending the connection into the Doctor's mind by her own will.

Macy gasped as she saw the image of a city burning. A war raging, tearing the landscape apart, chaos running rampant; a memory that was not her own. She could almost smell the smoke in the air and hear the cries and pleas for help. She saw the faces of those who had come before her and then tears started streaming down her face as she was overcome with the most overwhelming, mind-numbing pain she had ever felt. It was an emotional pain so great, a mixture of rage and sadness and guilt stronger than any one human mind could bear. It hurt so much that it started turning into a physical pain... her entire body started aching. "Doctor please stop!" she managed to choke as she felt she was struggling to breathe.

He wasn't able to shut the door of his own mind fast enough. Macy had slipped in unintentionally and sent his entire conscious flooding into her mind. As quickly as he could without doing damage, he withdrew his mind from hers and severed the connection. Macy slumped into his arms, completely overwhelmed. Her eyes blinked furiously. "Macy!? Macy!? Come on stay with me. Can you hear me? Oh please say something!"

She took in a shallow breath as she began to sob and shake uncontrollably, she was still seeing the remnants of his memories... what she had seen could not be undone. "Doctor, I'm so sorry," she finally cried as she tried to catch her breath. Her head felt as though it were throbbing, pulsing with pain.

He picked her up and cradled her in his arms. "Shhhhh...shhhhhh," he attempted to sooth, "I've got to take you to the infirmary..." The TARDIS luckily had shifted the doors around so that the one he needed was just off the console room. He carried Macy inside and set her on the bed. She clutched to him as pain racked her body. "Macy, I'm right here...I'm going to make the pain go away, but I need you to let go."

She willed herself to let go of him as she cried out, praying for the pain to stop. She felt like her mind was on fire, she felt as though she was burning from the inside out. "Doctor! Please!" she screamed.

He needed to get rid of the time energy eating away at her brain. He needed to make a transfer from her body to his, and quickly. The Doctor did the first thing he could think of and kissed her. Suddenly, a bright yellow glow was transferred between the two of them. Macy fell against the bed and the Doctor winced as the energy reentered his body; cutting out 100 years of his future life in the process. He braced himself against the bed and panted heavily, "Macy...Macy can you...can you hear me?"

She was breathing shallowly, still for a moment, and then her eyes fluttered open. She couldn't find the words to say so she simply nodded and reached her arms out to embrace him as she sobbed. Finally she spoke, "I'm so sorry Doctor, I didn't mean to..."

He crawled on the bed with her and held her. "I know...I know...," he cooed, "I should've been more careful...should have warned you." He stroked her hair. "You're alright now though. Does it hurt anymore?"

"No," she breathed as she relaxed into his arms. There were places in her mind she couldn't see anymore, so some of her memories were gone, but some haunting thoughts still stayed intact. That was alright though. She wouldn't dare ask him to try again. "How do you do it Doctor? How do you live with that much pain, those many memories?"

He found himself saying something he hadn't said in a long time. "It's the curse of the Time Lord's...forever knowing...never to forget..." He stared off into space momentarily before looking at her. "I'm going to give you something just in case...," he trailed off as he got up to rummage through a drawer.

"I'm fine Doctor, I promise," she said giving him a weak smile. Truthfully she felt if she tried to stand her knees would give out.

"I don't care if you say you're fine. You're not leaving this room without having taken something," he said firmly, "Doctor's orders." He found the items he was looking for and returned to the bed. He set Macy up on an IV, just to be sure, and gave her a moderate dose of pain medication. "You might be a bit drowsy after this."

She grabbed the Doctor's hand and squeezed it. "Are you alright Doctor? I know you were in pain after you kissed me... I saw the yellow light...Did it hurt you?"

"Not a lot. It did shave off 100 years of my future life though," he answered her plainly.

He saw her eyes instantly well up with tears. She felt her heart completely shatter. "100 years... you gave up 100 years to save me?" She had wanted the Doctor to help her stop hating herself, but in that moment she hated herself more than she ever had in her life. Because of her, this amazing, wonderful, brilliant man, the man she loved, lost 100 years. Truthfully her mind had a hard time wrapping around it.

"Hey now...don't cry. It's fine really. Just be glad I didn't regenerate like last time something similar to that happened...of course I took in the entire heart of the TARDIS that time so this wasn't nearly as bed," he said with a reassuring smile.

Macy was getting sleepy with whatever medicine the Doctor had given her and her thoughts were getting jumbled as she struggled to keep her eyes open. "I'm still sorry," she mumbled, she was slurring as if she was drunk. "Please forgive me Doctor..."

"I'm not gonna forgive you for something you had no control over because you don't need to apologize. Truly, I'm fine- I mean I'll regenerated a smidgen sooner, but hey what's give or take a hundred years," he winked at her, "Now go to sleep Macy...get some rest."

She grabbed the Doctor's hand as he turned to leave, "Lay with me... please don't leave," then she blushed as she realized what she had just said, "If you like I mean..." She let her voice trail off as her cheeks turned completely crimson. She just felt emotionally drained.

He smiled softly at her, "Of course." He gingerly climbed in next to her and covered her with a blanket before enveloping her in his arms. "You sleep now. I'm not going anywhere."

She laid her head on the Doctor's chest and smiled at him as she lost the battle with consciousness and sleep took over.

He lay there for hours, head turning, thinking everything at once. 'I should've been more careful...the Italian Renaissance is lovely this time of year...I hope she's ok...think I'll count pi 3.14159265359...don't beat yourself up mate...I could do with a jammie dodger right now...River would know what to do...I wonder what would happen if I recalibrate the 594 circuitry.'

oOo

After a while Macy started to move in her sleep as the sedative from the pain medication wore off and she slowly opened her eyes and blinked a few times.

He looked over at her. "Try not to move too fast. I want to triple check that everything's alright."

She nodded at him, her limbs felt heavy, but she wasn't sure if it was from what had happened or an after effect from the medication. "I think you are worrying a bit too much Doctor," she said half grinning at him, "I'm fine now I promise."

The Doctor got up and took out his sonic screwdriver. Scanning her forehead he said, "Don't argue with your doctor...alright, you're fine, but you'll probably feel a bit odd because of the medication, so take it slow."

She looked at him for a moment and smiled, sitting up slowly. She liked the sound of that..._her_ Doctor... but she knew that wasn't what he had meant. It was in that moment that she realized that she hid nothing in her mind from him… that meant he knew exactly how she felt…about _him_. Macy blushed 20 shades of red as she looked down at her feet.

His brow furrowed. "Are you alright? Your face is all red...are you running a fever now…" he said more than asked in a concerned voice as he placed a hand on her forehead. "No...no fever..."

"I-I-um I'm fine," she stammered, "Just a bit embarrassed now that I have time to sit and think about a lot of the inner workings of my mind."

The Doctor blushed. "I warned you to put everything you didn't want me to see behind a door...," he trailed off

"I know," she replied, still looking down, "I just wanted for once in my life to know what it felt like for someone to understand me completely...and there is no one in the universe I would rather have that person be, whether you hated me for it or not."

He lifted her chin up so he could look her in the eyes. "I could never hate you Macy...I was quite flattered actually," he said smiling.

She smiled at him, as she looked into his eyes. "Thank you Doctor," she whispered. Macy loved how even though a part of her felt that nothing would ever really go on between them, she was glad to know that he didn't feel the need to squash her hopes. "Well, now that I have pretty much ruined the entire day... what are we going to do with the remainder of it?"

"Well I can tell you one thing, we're not going anywhere. We're staying in the TARDIS for at least a day while you recover," he placed a finger over her lips just as she was about to open her mouth, "No protesting or complaining."

She glared at him, her eyes protesting just as much as her words could. "Fine," she muttered after a moment of pouting. "Only because I know you would win in the long run anyway."

"Right you are," he said with a wink, "Now, let's get you somewhere comfortable. Lounge or bedroom?"

"I would prefer to be in my room," she replied, "If I fall asleep I wouldn't want to make you carry me again." She smiled at him, "If you would be more comfortable in the lounge though we could do that."

"Whatever you prefer. Your wish is my command," he said helping her to her feet, "I don't mind carrying you though...you're rather light."

She nodded, "well I think I would prefer my room, I quite like it really. It feels more like home than my room on earth ever did."

"Room it is then! You sure you don't need me to carry you?" he asked as he removed the IV from her arm.

"I'm sure," she replied as she took her first few shaky steps. It was almost like being a toddler and learning to walk again, but she was able to make it there in one piece, the Doctor following close behind. She smiled widely when she sat down on her bed, "See, I told you I could do it," she beamed, rather proud of herself. Walking the few corridors to her room was a lot harder than she thought it would be. "What in God's name did you give me anyway? Whatever it was is ridiculously strong."

"Raticularus Maltiford...your basic interplanetary pain and sleep serum, however it's about as strong as a horse tranquilizer..." he said sheepishly.

"Well no wonder!" she exclaimed, "You didn't think that'd be a bit strong!? Horse tranquilizer…"

"...I just wanted to be sure you were good and asleep," he smiled as he flopped down on his stomach on the bed, "Interesting fact: I speak horse."

She raised her eyebrow. "Doctor, I'm beginning to think you speak everything," she laughed as she put her hands behind her head and scooted so she was lying down.

"Well obviously not everything...a lot though," he smiled and rolled over on his back, spreading his arms and legs out wide, "You're bed is very comfortable...the ol' girl did a good job."

"I know!" she exclaimed, "I love it! I think maybe she felt bad knowing I had been sleeping on benches." She smiled and rolled to face the Doctor.

"Maybe...she compensated very well though...might have to come steal your mattress...," he said looking at her.

"You are welcome in here to use it any time you like, but Doctor if you steal my mattress, we will have a huge problem," she giggled.

"We'll see about that," he countered rolling toward her.

"Aaahh," she laughed, but rather than rolling away she opened her arms as if she was catching him in a hug. "I've got you now," she joked and pretended to laugh manically.

"You'll never take me alive!" he exclaimed as he play struggled in her arms. This was fun; good for both of them in fact. After the past few days and what had happened only hours before, the Doctor and Macy needed to joke around and laugh.

"Well then what good are you?" she joked, "I certainly wouldn't want you dead!" She was laughing and he could tell she was happier than she had been in the past few days. Her green eyes were shining bright, mischievous.

"I'm plenty good for something! Almost everything really!" he said through laughter before rolling on top of her. "Now YOU'RE the one who's trapped!"

She giggled hysterically, "Doctor let go!" She wiggled under him and tickled his stomach trying to get free.

He twitched off of her. "Gah! I'm extremely ticklish! Stop it! Stop it!" he said through laughter

She stopped and beamed in triumph, "Hahahaha I win!" She laughed grinning. "No one traps me and gets away with it," she teased as she playfully stuck her tongue out at him.

His chest heaved as he tried to catch his breath. "Oh I hate you...," he said with narrowed eyes and a grin.

"No you don't," she grinned, "You told me just today that you never could." She was a bit out of breath too and she felt a bit frazzled as her hair was now a mess, but she wouldn't trade these moments for anything.

The Doctor sighed and rolled over to prop his head up on his elbow. "Very true," he said, tapping her on the nose, "Opposite actually." He smiled.

She smiled at him and snuggled down into her pillow, "Thanks for taking such good care of me Doctor," she said as she reached over and squeezed his hand. "I was terrified, I really thought I was going to die."

"You're more than welcome," he said as he squeezed back, "You very well could've if I hadn't done something when I did..."

"Then I owe you," she replied smiling, "I owe you more than you will ever know." She scooted closer to him and hugged him tightly.

"But I do know Macy...," he gently reminded her. He knew every single thing about her now, every fiber of her being.

"Yes... I suppose that's true," she replied looking off to the side, not wanting to make eye contact. "I'm sorry for some of the things I showed you... after seeing just a glimpse of what was in your mind I realize I shouldn't have asked you to do that...I didn't need to put anything else on your conscience. I do thank you for trying though."

"No, Macy it's fine. You're better now and that's all that matters really," he reassured her, pulling her into a backwards hug.

She smiled and felt her heart racing a bit. She loved being this close to him. He was always so gentle with her, even when he had been wrestling with her he took great care. She was still a bit embarrassed that he knew exactly how much she loved him... but in a way she was glad because that just meant she wouldn't have to try to hide it anymore.

He yawned; it had been a long day. "I think I'm gonna go to bed...," he trailed off as he closed his eyes.

She was surprised he didn't get up and go to his own room, but she certainly wasn't complaining. She snuggled in closer to him as she also started to drift off to sleep.


	14. Last Goodbyes

**Chapter 14: Last Goodbyes**

**Note****: Tears ahead again!**

The Doctor snored lightly as he finally got some good, well deserved sleep. Four hours later, he woke up fully rested; Time Lords don't need nearly as much sleep. He blinked a few times as he tried to locate where he was.

He looked down at Macy, still lying in his arms, sleeping softly, and realized he was still in her room. Macy stirred slightly as he looked around, but she didn't wake up.

'When did I fall asleep? Oh well, I feel better. I should really get up…oh but she's so peaceful, I don't want to wake her…Just lay here, she'll be up soon enough.' He quietly sighed, thinking to himself, 'Well today's the day mate; the day you go to Mar's third moon like River wanted. Time to say your last farewells before you lock her away in that special part of your hearts with all the others you've lost. Then you move on, alright? What was that propaganda phrase you gave Churchill back during the Blitz? Oh yes, 'Keep Calm and Carry On.' That's what you're going to do, what you have to do. What she would _want_ you to do.'

Macy rolled over in his arms to face him as her eyes slowly opened. She looked around for a moment caught off guard that she was waking up next to the Doctor but then remembered he had fallen asleep in her room. "Good morning," she said as she blinked sleepily a few times.

He glanced down at her, "Morning. Sleep well?" He saw her nod, "Good, me too," he said. He stretched his arms widely and yawned. "So I've got a plan for today."

"Ok," she smiled as she stretched as well, "I like it when you come up with the plans, it makes my job that much easier. What are we doing today?"

"We're going to Mar's third moon for some hiking and breath taking views. River wanted to go there with the two of us once she uhm returned from the uh library," he looked at Macy, "So I figure her last wishful adventure is the perfect place to say my farewells."

Macy smiled at him warmly and squeezed his hand. "I think that sounds like a splendid idea Doctor." She knew he wouldn't let himself mourn forever, he couldn't... he would go mad if he let all that pain get to him.

He smiled and scooted off the bed. "I'll let you get ready for the day." With that the Doctor was out the door and down the hall, heading to his room to freshen up himself. When he was done, he went to the control room and flew them to their destination.

Macy came down a few minutes after they landed, looking bright-eyed and bushy-tailed as the saying goes. The sedative in the medication had done her some good as far as helping her catch up on sleep, and she felt much stronger today.

"Well you appear to be feeling much better my dear; glad to see it!" he said with a smile. He was flipping a large, silver, circular pendent in his hand.

"What's that?" Macy asked curiously as she walked over to him smiling.

"Old Gallifreyan tradition. You use it as sort of a grave monument for fallen Time Lords. River's journal and screwdriver are back at the library in a sort of makeshift monument I made, but I figure she deserves a proper Time Lady- well former Time Lady funerary monument. It's got her name inscribed in Gallifreyan on it… her real name and the one I knew her by. I'm gonna put one with Amy and Rory's grave as well...figure the whole family deserves to be together," he explained

Macy smiled sadly at the Doctor as she took his other hand. "Well I'm ready when you are, but take all the time in the world. I know this won't be easy for you."

He put the pendant in his pocket and squeezed her hand. "Thank you. You ready?" he asked with a slight nod.

She nodded as they opened the door to this breathtaking new place. River had been right. Colors that looked like they belonged in a rainbow danced across the sky as stars shone all around them. They were in the middle of a forest it with willow trees as far as the eye could see.

"She always knew the most beautiful places to come," he said with a smile. They walked out into the forest and followed a sparkling stream down a ways until they came across a large willow that sat on the red sandy shore. When the sun hit the tree just right, it was as if the entire plant glowed; strokes of color shooting every which way. It was perfect. "I think this is it," he said walking up to the tree.

"Would you like me to leave you for a moment so you can say goodbye in peace Doctor?" Macy asked reverently as she played with the ends of her black hair nervously. She knew this wouldn't be an easy task and he may have wanted it to be a private moment... but she wasn't sure.

"Yes, thank you. I'd appreciate that. Although if you'd like to say anything first, you're certainly welcome to," he said looking at her as he fumbled around in his pocket for the pendant.

Macy thought for a moment, "Just that, I didn't know her long, but I know she was one of the most amazing people I had ever met, and I grew to love her very much in just those few days." Macy leaned over and kissed the top of the Doctor's head while he bent down to place the monument, as a sweet, reassuring gesture before walking off to explore while she let him say his good bye.

The Doctor knelt down beside the tree and looked at the monument. "Well darling dearest, sweetheart, my love, my wife...River, we had quite the run you and me. Sure we bickered and teased, but there was, is, and always will be never ending love in my hearts for you. I treasure every moment, every memory I had with you and my only wish is that we would have been going in the same direction and had more time...so much more time. And don't worry dear, I know you're somehow keeping an eye on me…whispering 'Hello Sweetie' in the wind and across the galaxies. So this is it, me carrying on like you'd want, but not before saying that I love you so much, my lovely, beautiful, brilliant River Song. You will forever be sealed on my mind, lips, and hearts. Farewell my love." He picked the pendant up and kissed it gently before placing it back against the tree and standing up.

oOo

After a bit, Macy looked up as she heard the Doctor walking back down the bank of the stream towards where she sat on a large rock, just looking over the forest and the stream, taking in the beauty of it all.

He walked up and stood next to her, taking her hand in his very firmly. He looked out over the water, silently, for a good 5 minutes just enjoying the views and deciding that he couldn't have picked a more perfect spot for the monument.

"How do you feel now Doctor?" Macy asked, breaking the silence as she got up and hugged him tightly, knowing by the look in his eyes that he needed it.

"A bit better actually...clearly not 100 percent, but that'll come with time," he answered quietly as he squeezed her to him, "Thank you for everything Macy...really I mean it...these past few days, I wouldn't have been able to get through them without you."

She smiled up at him, her green eyes sparkling, "I told you silly man, Whatever you need, I'm here. I made a promise, and I don't break promises." She pulled away but kept ahold of his hand as they made their way back to the TARDIS.

As they reached the TARDIS, the Doctor turned around to take one last look around before stepping inside. He joined Macy by the console and started flipping switches. "Alright Macy, name the place and you'll have it. The universe is your oyster!" he said with a huge smile.

She thought hard for a moment... "Hmmm how about the Italian Renaissance? I have always wanted to see how the gothic period evolved."

"Brilliant!" he flipped switches and pushed buttons and they flew off into yet another whirlwind trip; meeting Michelangelo and discovering that Leonardo da Vinci was actually from another planet. The Doctor had Macy and Macy had the Doctor. They would never stop running no matter the cost, if not just for the feeling of the wind in their hair and the thrill of adventure.

**Thank you all sooooo much for reading! I hope you enjoyed. We had such a great time writing this and are already planning to do a sequel eventually so stay tuned!**


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